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[6-K] TELECOM ARGENTINA SA Current Report (Foreign Issuer)

Filing Impact
(Low)
Filing Sentiment
(Neutral)
Form Type
6-K
Rhea-AI Filing Summary

Telecom Argentina S.A. reported inflation-adjusted results for the period ended September 30, 2025. Quarterly revenue reached ARS 2,065,211 million, with operating income of ARS 165,788 million. However, financial results from borrowings of ARS (444,833) million and other financial items drove a net loss of ARS (192,481) million for the quarter. For the first nine months, revenue totaled ARS 5,622,561 million and net loss was ARS (272,543) million.

The Company consolidated TMA from February 24, 2025 and recorded preliminary purchase price allocations; TMA contributed ARS 1,784,189 million in revenue and a net loss of ARS (11,633) million since acquisition. Borrowings rose to ARS 5,120,924 million as of September 30, 2025, supported by new Notes (Series 24: US$800 million at 9.25%, plus a July reopening) used to prepay acquisition loans. Cash and cash equivalents were ARS 397,893 million. Management reported compliance with the Net Debt/EBITDA and EBITDA/Interest Net covenants. Shareholders authorized the Board to reverse voluntary reserves to allow potential dividend distributions of up to US$300 million.

Positive
  • None.
Negative
  • None.

Insights

Higher revenue with FX-driven losses and larger debt stack; covenants met.

Telecom Argentina posted strong nominal growth (nine-month revenue ARS 5,622,561 million) and positive quarterly operating income. The swing to a quarterly net loss stems mainly from financial results from borrowings of ARS (444,833) million and other financial items, highlighting sensitivity to interest and currency dynamics under IAS 29 inflation accounting.

Debt expanded to ARS 5,120,924 million after issuing Series 24 notes (US$800 million at 9.25%, plus a July reopening) and other facilities, with proceeds used to prepay loans tied to the TMA acquisition. Liquidity showed ARS 397,893 million in cash and equivalents. The filing states compliance with Net Debt/EBITDA and EBITDA/Interest Net covenants.

TMA added scale (revenue ARS 1,784,189 million since acquisition) but also losses in the integration phase. The Board was authorized to reverse voluntary reserves to enable potential dividend distributions up to US$300 million. Actual impact will depend on future financing costs and regulatory outcomes related to TMA; timing not specified in the provided excerpt.

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

 

Pursuant to Rule 13a-16 or 15d-16

of the Securities Exchange Act of 1934

 

For the month of November 2025

 

Commission File Number: 001-13464

 

Telecom Argentina S.A.

(Translation of registrant’s name into English)

 

General Hornos, No. 690, (C1272ACK)

Autonomous city of Buenos Aires, Republic of Argentina

(Address of principal executive offices)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

 

  Form 20-F x   Form 40-F ¨  

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):

 

  Yes ¨   No x  

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):

 

  Yes ¨   No x  

 

 

 

 

Telecom Argentina S.A.

 

TABLE OF CONTENTS

 

Item

 

1.Unaudited condensed consolidated financial statements as of September 30, 2025

2.Operating and financial review and prospects as of September 30, 2025

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Unaudited Condensed Consolidated Financial Statements as of September 30, 2025

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

General Hornos 690

 

(C1272ACK) Autonomous city of Buenos Aires

 

Republic of Argentina

 

 

 

 

UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

AS OF SEPTEMBER 30, 2025

 

 

INDEX

 

 

Glossary of terms F-1
Unaudited condensed consolidated financial statements  
Consolidated statements of financial position F-3
Consolidated income statements F-4
Consolidated statements of comprehensive income F-5
Consolidated statements of changes in equity F-6
Consolidated statements of cash flows F-7
Notes to the unaudited condensed consolidated financial statements F-9

 

 

 

 

TELECOM ARGENTINA S.A.

 

 

Glossary of terms

 

The following explanations are not technical definitions, but to assist the general reader to understand certain terms as used in these unaudited condensed consolidated financial statements.

 

ADS: Telecom Argentina’s American Depositary Share, listed on the New York Stock Exchange, each representing five Class B Shares.

 

ADR: American Depositary Receipt.

 

ARCA (Agencia de Recaudación y Control Aduanero): Argentine Tax Collection and Customs Control Agency.

 

BCRA (Banco Central de la República Argentina): The Central Bank of Argentina.

 

BYMA (Bolsas y Mercados Argentinos): Buenos Aires Stock Exchange.

 

CAPEX: Capital expenditures.

 

CNV (Comisión Nacional de Valores): The Argentine National Securities Commission.

 

CNDC (Comisión Nacional de Defensa de la Competencia): The Argentine Antitrust Commission.

 

Company/Telecom Argentina: Telecom Argentina S.A.

 

CVH: Cablevisión Holding S.A., controlling company of Telecom Argentina since January 1, 2018.

 

DFI: Derivate Financial Instrument.

 

ENACOM (Ente Nacional de Telecomunicaciones): The Telecommunications Regulatory Authority of Argentina.

 

FACPCE (Federación Argentina de Consejos Profesionales en Ciencias Económicas): Argentine Federation of Professional Councils of Economic Sciences.

 

Fintech: Financial technology services are activities that involve the use of innovation and technological developments for the design, offer and provision of financial products and services.

 

Fixed and intangible assets: Includes PP&E, Intangible assets, Goodwill, Investment Properties and Rights of use assets.

 

IAS: International Accounting Standards.

 

IASB: International Accounting Standards Board.

 

ICT Services (Information and Communication Technology services): Services to transport and distribute signals or data, such as voice, text, video and images, provided or requested by third-party users, through telecommunications networks.

 

IFRS Accounting Standards: International Financial Reporting Standards, as issued by the IASB.

 

INDEC (Instituto Nacional de estadísticas y censos): The National Institute of statistics and cense.

 

La Capital Cable: Name corresponding to limited company La Capital Cable S.A., respectively, company that is directly or indirectly associates according to the definition of the General Corporations Law.

 

LGS (Ley de General de Sociedades): Argentine Corporations Law No. 19,550 as amended. Since the enforcement of the new Civil and Commercial Code its name was changed to “General Corporations Law”.

 

Micro Sistemas/Pem/Cable Imagen/Inter Radios/Personal Smarthome/NYS2/ RISSAU/ Manda/ TSMA: Names corresponding to limited companies or limited responsibility companies that are directly or indirectly controlled according to the definition of the General Corporations Law, or were controlled by the Company, directly or indirectly: Micro Sistemas S.A.U., Pem S.A.U., Cable Imagen S.R.L., AVC Continente Audiovisual S.A., Inter Radios S.A.U., Personal Smarthome S.A., NYS2 S.A.U., Negocios y Servicios S.A.U., Red Intercable Satelital S.A.U.,Manda S.A. and Teledifusora San Miguel Arcángel S.A..

 

NYSE: New York Stock Exchange.

 

OCI: Other comprehensive income

 

OPH: Name corresponding to company Open Pass Holding LLC that is a joint venture of Telecom Argentina.

 

PPA: Purchase Price Allocation, as defined in IFRS 3.

 

PP&E: Properties, plant and equipment.

 

RECPAM (Resultado por exposición a los cambios en el poder adquisitivo de la moneda): Inflation Adjustment Gain (Loss).

 

RMB: Official currency of Popular Republic of China.

 

F-1

 

 

TELECOM ARGENTINA S.A.

 

 

Roaming: a function that enables mobile subscribers to use the service on networks of operators other than the one with which they signed their initial contract. The roaming service is active when a mobile device is used in a foreign country (included in the GSM network).

 

SOF: Secured Overnight Financing.

 

Telecom: Telecom Argentina and its consolidated subsidiaries.

 

TAMAR: (Tasa Mayorista de Argentina) Argentina Wholesale Rate published by the BCRA.

 

Telecom USA/ Núcleo/ Personal Envíos/ Televisión Dirigida/ Adesol/ Opalker/ Ubiquo/ MFH/ Naperville/ Saturn / CrediPay/ Parklet: Names corresponding to foreign companies Telecom Argentina USA Inc., Núcleo S.A.E., Personal Envíos S.A., Televisión Dirigida S.A., Adesol S.A., Opalker S.A., Ubiquo Chile Spa,Micro Fintech Holding LLC, Naperville Investments LLC, Saturn Holding LLC, CrediPay S.A. and Parklet S.A., respectively, companies that are directly or indirectly controlled according to the definition of the General Corporations Law.

 

TMA: Telefónica Móviles Argentina S.A.

 

USA: United States of America

 

UVA (Unidad de Valor Adquisitivo): Purchasing Value Unit, an index developed and published by the BCRA.

 

Ver TV: Ver T.V. S.A.

 

F-2

 

 

TELECOM ARGENTINA S.A.

 

 

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

(In millions of Argentine pesos in current currency - Note 1.d)

 

    September 30, December 31,
ASSETS Note 2025 2024
Current Assets      
Cash and cash equivalents 2 397,893 388,241
Investments 2 289,527 40,961
Trade receivables   776,936 361,010
Other receivables   184,619 54,586
Inventories   86,909 73,721
Assets classified as held for sale   2,792 2,153
Total current assets   1,738,676 920,672
Non-Current Assets      
Trade receivables   814 527
Other receivables   21,715 59,724
Deferred income tax assets 8 375,054 40,237
Investments 2 13,023 16,598
Goodwill 3 4,122,236 4,113,535
PP&E 4 5,998,155 5,281,751
Intangible assets 5 2,612,974 2,312,933
Right of use assets 6 692,795 599,242
Investment properties   55,001 -
Total non-current assets   13,891,767 12,424,547
TOTAL ASSETS   15,630,443 13,345,219
LIABILITIES      
Current Liabilities      
Trade payables   961,988 542,367
Borrowings 7 1,433,449 1,308,379
Salaries and social security payables   356,894 275,963
Income tax liabilities 8 40,700 5,562
Other taxes payables   241,607 110,577
Dividends payables   1,027 837
Leases liabilities   141,454 90,902
Other liabilities   76,060 49,273
Provisions 9 72,279 4,737
Total current liabilities   3,325,458 2,388,597
Non-Current Liabilities      
Trade payables   17,692 20,095
Borrowings 7 3,687,475 2,201,807
Salaries and social security payables   55,649 11,548
Deferred income tax liabilities 8 1,479,121 1,720,619
Other taxes payables   1 2
Leases liabilities   224,455 168,856
Other liabilities   50,840 18,696
Provisions 9 251,427 64,459
Total non-current liabilities   5,766,660 4,206,082
TOTAL LIABILITIES   9,092,118 6,594,679
EQUITY      
Equity attributable to Controlling Company   6,436,731 6,616,647
Equity attributable to non-controlling interest   101,594 133,893
TOTAL EQUITY (See Consolidated Statements of Changes in Equity)   6,538,325 6,750,540
TOTAL LIABILITIES AND EQUITY   15,630,443 13,345,219

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

 

F-3

 

 

TELECOM ARGENTINA S.A.

 

 

CONSOLIDATED INCOME STATEMENTS

(In millions of Argentine pesos in current currency, except per share data in Argentine pesos in current currency - Note 1.d)

 

    Three month period
ended
  Nine month period
ended
September 30,   September 30,
  Note 2025 2024   2025 2024
Revenues 12 2,065,211 1,295,358   5,622,561 3,758,165
Employee benefit expenses and severance payments   (507,333) (332,331)   (1,358,615) (915,085)
Interconnection and transmission costs   (100,726) (33,558)   (200,813) (112,382)
Fees for services, maintenance, materials and supplies   (264,101) (168,286)   (714,553) (506,572)
Taxes and fees with the Regulatory Authority   (178,621) (102,592)   (485,015) (293,654)
Commissions and advertising   (103,915) (76,739)   (297,533) (204,778)
Cost of equipment and handsets 13 (67,986) (64,517)   (224,740) (173,620)
Programming and content costs   (93,759) (75,022)   (266,780) (212,992)
Bad debt expenses 9 (27,124) (25,207)   (97,299) (77,335)
Other operating expenses, net   (72,520) (65,125)   (260,826) (178,313)
Depreciation, amortization and impairment of Fixed and intangible assets   (483,338) (400,385)   (1,364,066) (1,223,579)
Operating income (loss)   165,788 (48,404)   352,321 (140,145)
Losses from associates and joint ventures 2 (2,225) (6,392)   (4,073) (10,783)
Financial results from borrowings 14 (444,833) 121,748   (679,159) 1,779,364
Other financial results, net 14 (12,150) (60,120)   (6,041) 181,914
Income (loss) before income tax   (293,420) 6,832   (336,952) 1,810,350
Income tax benefit (expense) 8 100,939 (22,042)   64,409 (556,137)
Net income (loss) for the period   (192,481) (15,210)   (272,543) 1,254,213
             
Attributable to:            
Controlling Company   (200,363) (21,557)   (289,156) 1,236,724
Non-controlling interest   7,882 6,347   16,613 17,489
    (192,481) (15,210)   (272,543) 1,254,213
             
             
Earnings (losses) per share for income attributable to the Controlling Company - Basic and diluted 1.c (93.03) (10.01)   (134.26) 574.24

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

See Note 13 for additional information on operating expenses per function.

 

F-4

 

 

TELECOM ARGENTINA S.A.

 

 

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In millions of Argentine pesos in current currency - Note 1.d)

 

    Three month period
ended
  Nine month period
ended
    September 30,   September 30,
    2025 2024   2025 2024
             
Net income (loss) for the period   (192,481) (15,210)   (272,543) 1,254,213
             
Other comprehensive income            
Items that may be reclassified to profit or loss            
Currency translation adjustments (no effect on Income Tax)   52,610 (27,925)   70,290 (267,380)
DFI effects classified as hedges   - (8,675)   - (7,198)
Gains of investment at fair value   2,142 -   3,084 -
Income Tax effects   (749) 2,926   (1,079) 2,409
Other comprehensive income (loss), net of tax   54,003 (33,674)   72,295 (272,169)
             
Total comprehensive income (loss) for the period   (138,478) (48,884)   (200,248) 982,044
             
Attributable to:            
Controlling Company   (159,729) (45,512)   (231,201) 1,045,168
Non-controlling interest   21,251 (3,372)   30,953 (63,124)
    (138,478) (48,884)   (200,248) 982,044

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

 

F-5

 

 

TELECOM ARGENTINA S.A.

 

 

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(In millions of Argentine pesos in current currency – Note 1.d)

 

  Owners contribution Reserves Other
comprehensive
loss
Retained
earnings
Equity
attributable
to
controlling
company
Equity
attributable to
non-controlling
interest
Total
Equity
  Outstanding
shares
Capital
nominal
value
Inflation
adjustment
Contributed
Surplus
Legal Special
reserve
for IFRS
implementation
Facultative
(1)
Balances as of January 1, 2024 2,154 2,281,597 3,354,448 135,501 49,683 757,419 (138,460) (684,523) 5,757,819 205,972 5,963,791
Resolutions of the General Ordinary and Extraordinary Shareholders’ Meeting held on April 25, 2024                      
- Absorption of retained earnings (losses) and reserve reclassification - - (205,624) - - (478,899) - 684,523 - - -
Dividends to non-controlling shareholders - - - - - - - - - (12,720) (12,720)
Subsidiary acquisition – Naperville - - - - - - - - - 1,490 1,490
Transaction with non-controlling interest - - - - - - (32,552) - (32,552) (2,228) (34,780)
Subsidiary acquisition - CrediPay - - - - - - - - - 785 785
Comprehensive income:                      
Net income for the period - - - - - - - 1,236,724 1,236,724 17,489 1,254,213
Other comprehensive loss, net of tax - - - - - - (191,556) - (191,556) (80,613) (272,169)
Total comprehensive income (loss) for the period - - - - - - (191,556) 1,236,724 1,045,168 (63,124) 982,044
Balances as of September 30, 2024 2,154 2,281,597 3,148,824 135,501 49,683 278,520 (362,568) 1,236,724 6,770,435 130,175 6,900,610
                       
Balances as of January 1, 2025 2,154 2,281,597 3,148,824 135,501 49,683 133,558 (369,456) 1,234,786 6,616,647 133,893 6,750,540
Resolutions of the General Ordinary and Extraordinary Shareholders’ Meeting held on April 25, 2025 (2)                      
- Absorption of specific retained earnings (losses) - - (110,451) 60,069 - 1,285,168 - (1,234,786) - - -
Dividends to non-controlling shareholders - - - - - - - - - (11,967) (11,967)
Transaction non-controlling interest  (3) - - - - - - 51,285 - 51,285 (51,285) -
Comprehensive income:                      
Net income (loss) for the period - - - - - - - (289,156) (289,156) 16,613 (272,543)
Other comprehensive income, net of tax - - - - - - 57,955 - 57,955 14,340 72,295
Total comprehensive income (loss) for the period - - - - - - 57,955 (289,156) (231,201) 30,953 (200,248)
Balances as of September 30, 2025 2,154 2,281,597 3,038,373 195,570 49,683 1,418,726 (260,216) (289,156) 6,436,731 101,594 6,538,325

 

(1)Correspond to the Voluntary reserve to maintain the Company's level of capital expenditures and its current solvency level.
(2)See Note 16 b).
(3)This operation represents a transaction between controlling and non-controlling stockholders related to the acquisition of 100% Adesol’s special purpose entities. See Note 1.a).

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

 

F-6

 

 

TELECOM ARGENTINA S.A.

 

 

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In millions of Argentine pesos in current currency – Note 1.d)

 

      Nine month period ended
  September 30,
  Note   2025 2024
CASH FLOWS FROM (USED IN) OPERATING ACTIVITIES        
Net income (loss) for the period     (272,543) 1,254,213
Adjustments to reconcile net income to net cash flows provided by operating activities        
Allowances deducted from assets     106,972 71,823
Depreciation of PP&E 4   1,017,916 933,214
Amortization of intangible assets 5   153,773 106,453
Amortization of rights of use assets 6   190,881 185,262
Depreciation of Investment properties     1,557 -
Disposals of Fixed and intangible assets     28,231 1,345
Earnings (losses) from associates and joint ventures 2   4,073 10,783
Financial results and others     643,891 (2,214,923)
Income tax expenses 8   (64,409) 556,137
Income tax paid     (10,892) (8,764)
Change in operating assets and liabilities, net of effects from purchase of controlled entity        
Increase Trade receivables     (201,862) (247,512)
Increase Other receivables     (45,457) (72,872)
Decrease Inventories     53,391 279
Decrease Trade payables     (90,145) (15,384)
(Decrease) / Increase Salaries and social security payables     (3,655) 52,355
(Decrease) / Increase Other taxes payables     (232,403) 30,337
(Decrease) / Increase Other Liabilities and Provisions     17,058 (11,621)
Total cash flows from operating activities     1,296,377 631,125
CASH FLOWS FROM (USED IN) INVESTING ACTIVITIES        
Payments for PP&E     (688,580) (271,300)
Payments for intangible asset acquisitions     (87,374) (39,380)
Dividends received from associates     - 1,229
Proceeds from the sale of PP&E and intangible assets     33,983 4,498
Payments for acquisition of subsidiary, net of cash acquired 16   (1,209,041) (17,020)
Integration contributions in joint ventures 2   (204) -
Compensation received for acquisition of companies     - 3,901
Proceeds from DFI liquidations     20,538 4,808
Proceeds from sale of investments not considered as cash and cash equivalents     281,163 330,941
Payments for investments not considered as cash and cash equivalents     (416,138) (346,798)
Total cash flows used in investing activities     (2,065,653) (329,121)
CASH FLOWS FROM (USED IN) FINANCING ACTIVITIES        
Proceeds from borrowings 7   3,490,325 1,110,294
Payment of borrowings 7   (2,273,464) (1,076,214)
Repurchase of Notes 7   (13,917) (25,233)
Payment of interests, DFI and related expenses 7   (307,055) (332,351)
Payments of leases liabilities     (136,741) (76,631)
Dividends paid to non-controlling interests in subsidiaries     (16,276) (11,713)
Total cash flows from (used in) financing activities     742,872 (411,848)
         
NET DECREASE IN CASH AND CASH EQUIVALENTS     (26,404) (109,844)
CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR     388,241 424,356
NET FOREIGN EXCHANGE DIFFERENCES AND RECPAM ON CASH AND CASH EQUIVALENTS     36,056 (73,647)
CASH AND CASH EQUIVALENTS AT THE END OF THE PERIOD     397,893 240,865

 

F-7

 

 

TELECOM ARGENTINA S.A.

 

CONSOLIDATED STATEMENTS OF CASH FLOWS (Cont.)

(In millions of Argentine pesos in current currency – Note 1.d)

 

Main non-cash transactions from the consolidated statement of cash flows are the following:

 

  Classification of
activities
Nine month period
ended
September 30,
Description   2025 2024
PP&E and intangible assets acquisition financed with trade payables Investing 110,763 222,043
Right of use assets acquisition owed Investing 140,390 218,871
Trade payables cancelled with government bonds Investing - 25,645
Issuance costs payable Financing 1,530 215
Trade payables cancelled with borrowings Financing - 15,817
Dividend payable from subsidiaries Financing - 1,007
Dividend offset with trade payable Investing 408 -
Acquisition of companies and joint ventures offset with other receivables Investing - 10,161
Acquisition of non-controlling interest offset against other receivables Financing - 1,590
Acquisition of non-controlling interest financed with other liabilities Financing - 33,190
Exchange Notes Financing - 162,405
Contribution pending integration Investing - 785
Trade payables offset with sale of PP&E Investing 3,562 -

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

 

F-8

 

 

TELECOM ARGENTINA S.A.

 

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS OF SEPTEMBER 30, 2025, AND 2024

(In millions of Argentine pesos in current currency, except as otherwise indicated)

 

INDEX

 

  Page
Note 1 – Basis of preparation of the unaudited condensed consolidated financial statements and significant accounting policies F-10
Note 2 – Cash and cash equivalents and Investments. F-18
Note 3 – Goodwill F-20
Note 4 – PP&E F-20
Note 5 – Intangible assets F-21
Note 6 – Right of use assets F-21
Note 7 – Borrowings F-21
Note 8 – Income tax and Deferred income tax assets/liabilities F-24
Note 9 – Provisions and allowances F-25
Note 10 – Additional information of financial assets and liabilities F-26
Note 11 – Purchase commitments F-28
Note 12 – Revenues F-28
Note 13 – Operating expenses F-28
Note 14 – Financial results F-29
Note 15 – Balances and transactions with Related parties F-29
Note 16 – Recent developments corresponding to the nine-month period ended September 30, 2025 F-31
Note 17– Subsequent events to September 30, 2025 F-33

 

F-9

 

 

TELECOM ARGENTINA S.A.

 

NOTE 1 – BASIS OF PREPARATION OF THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AND SIGNIFICANT ACCOUNTING POLICIES

 

a)Basis of preparation and significant accounting policies

 

These unaudited condensed consolidated financial statements as of September 30, 2025, and for the nine and three-month periods ended on September 30, 2025, have been prepared in accordance with IAS 34 “Interim Financial Reporting”.

 

Therefore, these financial statements do not include all the information required in an annual financial statement and, consequently, they must be read jointly with the annual financial statements as of December 31, 2024 included in form 20F 2024, which can be consulted at the Company´s website (https:// https://inversores.telecom.com.ar/en/quarterly-earnings.html). It should be noted that the annual financial statements have been measured in terms of current pesos as of December 31, 2024, applying the guidance in IAS 29. These unaudited condensed consolidated financial statements have been measured in terms of current pesos as of September 30, 2025, applying the guidance in IAS 29. (See Note 1.d).

 

We have not recast our annual financial statements to measure them in terms of current pesos as of September 30, 2025, the most recent financial period for which consolidated financial statements are available. Therefore, the annual financial statements and the unaudited condensed consolidated financial statements are not comparable.

 

These unaudited condensed consolidated financial statements were prepared following the same accounting policies as in the most recent annual financial statements, except for those policies incorporated due to the acquisition of TMA:

 

(i)measurement of financial assets: assets that are held for collection of contractual cash flows and for selling, where the assets’ cash flows represent solely payments of principal and interest, are measured at fair value through other comprehensive income. Movements in the carrying amount are taken through other comprehensive income, except for the recognition of impairment gains or losses, interest income and foreign exchange gains and losses, which are recognized in profit or loss, within “Other financial results, net”. When the financial asset is derecognized, the cumulative gain or loss previously recognized in other comprehensive income is reclassified from equity to profit or loss,
(ii)Investment properties, which is recorded initially at cost, and then at cost less accumulated depreciation, and comprise primarily land and buildings that are not occupied for its own operations, and the depreciation is calculated on a straight-line basis for the estimated useful life of 50 years, (calculated in accordance with technical studies, periodically reviewed) and
(iii)termination benefits plans: additionally to what is mentioned in Note 3.o) to the annual financial statements as of December 31, 2024, Telecom recognizes costs for a restructuring according to IAS 37 (i.e., it has a detailed formal plan for the restructuring, and it has raised a valid expectation in those affected that it will carry out the restructuring) and when involves the payment of terminations benefits. These termination benefit plans correspond to the TMA subsidiary and are recognized in the line “Salaries and social security payables” in the consolidated statements of financial position. In addition to the termination benefits plans in effect at the time of the acquisition of TMA, during the nine- and three-month periods ending September 30, 2025 this subsidiary recognized a new restructuring plan, which had an impact of $111,746 million and $56,309 million on results, respectively, recognized as “Employee benefit expenses and severance payments”. As of September 30, 2025 there are no pending balances related to the mentioned termination plan.

 

These unaudited condensed consolidated financial statements were prepared including in the consolidation process the following companies:

 

F-10

 

 

TELECOM ARGENTINA S.A.

 

Company Main activity Country Telecom
Argentina's
direct/indirect
interest in
capital stock
and votes
TMA(a) ICT Services and Audiovisual Communication Services Argentina 99.999625%
Micro Sistemas Services related to the use of electronic payment media Argentina 100.00%
Manda Holding Argentina 100.00%
RISSAU Broadcasting services Argentina 100.00%
Inter Radios Broadcasting services Argentina 100.00%
Pem Investment Argentina 100.00%
Cable Imagen Closed-circuit television Argentina 100.00%
Personal Smarthome Security solutions and services Argentina 100.00%
NYS2 ICT Services and Audiovisual Communication Services. Argentina 100,00%
TSMA Community Closed-Circuit Television Argentina 100.00%
Ubiquo Cybersecurity services and products Chile 95.00%
Núcleo Mobile telecommunications Services Paraguay 67.50%
Personal Envíos Mobile financial services Paraguay 67.50%
CrediPay Financial services Paraguay 67.50%
Televisión Dirigida Cable television services Paraguay 100.00%
Adesol (b) Holding Uruguay 100.00%
Opalker Cybersecurity, content platform and related services Uruguay 100.00%
Parklet (c) Development and provision of digital platforms Uruguay 51,00%
MFH Holding USA 100.00%
Naperville Holding USA 100.00%
Saturn Holding USA 100.00%
Telecom USA Telecommunication services USA 100.00%

(a)                Company acquired on February 24, 2025. See Note 16.

(b)                Adesol acquired 100% of the equity interests in the following companies incorporated in the Eastern Republic of Uruguay, which render subscription television services in various locations of that country: Bersabel S.A., Audomar S.A., Dolfycor S.A., Reiford S.A., Tracel S.A., Space Energy Tech S.A., and Visión Satelital S.A. This acquisition was approved by the regulatory authority through Resolution No. 79 issued by the Ministry of Industry, Energy and Mining of Uruguay dated February 27, 2025, and published in the Official Gazette of the Eastern Republic of Uruguay on March 12, 2025. This operation represents a transaction between controlling and non-controlling stockholders.

(c)                Until May 19, 2025, Telecom Argentina indirectly held 100% of the company through Opalker. On May 19, 2025, Opalker transferred to the unrelated company “Tech-Co Enablers, LLC”, shares representing 49% of Parklet’s capital and voting rights. As a result, from that date, Opalker’s interest in Parklet is 51%. On the same date, the parties signed a shareholders’ agreement (“Agreement”) which sets forth, among other matters, the rights and obligations of both parties regarding their participation in the company. According to the Agreement, a special majority with the consent of both shareholders is required to decide on key business and corporate matters. Therefore, Opalker alone does not have the ability to use its power over the investee to influence its returns, and exercises joint control, accounting for its investment as a joint venture from the date the share transfer transaction was completed, see Note 2.a).

 

The preparation of these unaudited condensed consolidated financial statements in accordance with IAS 34 requires that the Company's Management make estimates that affect the figures disclosed in the financial statements or its complementary information. Actual results may differ from these estimates.

 

These unaudited condensed consolidated financial statements are expressed in millions of Argentine pesos, on an accrual basis of accounting (except for the consolidated statement of cash flows), based on historical cost, except for certain financial assets and liabilities (includes DFI) that are measured at fair value and are prepared in current currency as of September 30, 2025.

 

The figures as of December 31, 2024, and for the nine and three-month periods ended on September 30, 2024, which are disclosed in these unaudited condensed consolidated financial statements for comparative purposes, are a result of restating the financial statements as of such dates to values in current currency as of September 30, 2025. This is as a consequence of the restatement process of the financial information described in point d).

 

As disclosed in Note 16.a) to these unaudited condensed consolidated financial statements, the Company has consolidated TMA as from February 24, 2025, and, therefore, the Company's financial statements as of September 30, 2025, and the results for the nine and three-month periods ended September 30, 2025, are not comparable to the comparative information presented in these unaudited condensed consolidated financial statements.

 

These unaudited condensed consolidated financial statements as of September 30, 2025, were authorized for issuance and approved by resolution of the Board of Directors’ meeting held on November 10, 2025.

 

These unaudited condensed consolidated financial statements contain all disclosures required under IAS 34. Some additional disclosures required by the LGS and/or by the CNV have been also included.

 

F-11

 

 

TELECOM ARGENTINA S.A.

 

b)Segment information

 

The Executive Committee and the CEO have a strategic and operational vision of Telecom as a single business unit, according to the current regulatory context of the converged ICT Services industry (adding to the same segment both the activities related to the mobile services, internet services, cable television and fixed and data services, services governed by the same regulatory framework of ICT Services). To exercise its functions, both the Executive Committee and the CEO receive periodically the economic-financial information of Telecom Argentina and its subsidiaries (in current currency as of the date of each transaction), that is prepared as a single segment and evaluate the evolution of business as a unit of generation of results, administrating the resources in a unique way to achieve the objectives. Regarding costs, they are not specifically allocated to a type of service, considering that the Company has a single payroll and operating expenses that affect all services in general (non-specific). Further, decisions on CAPEX affect all the types of services provided by Telecom in Argentina and are not allocated specifically to one of them.

 

Following the acquisition of TMA, dated February 24, 2025 (see Note 16), the Company identified a new reportable segment, “ICT Services provided in Argentina – TMA Networks” corresponding to the provision of mobile and fixed telephony services, fixed broadband, and video services on a nationwide scale in Argentina, using its own networks, with its own infrastructure. The subsidiary TMA is managed as a separate business unit, and therefore, the Executive Committee and the CEO review its economic and financial information (stated in historic currency at the transaction date) separately.

 

Additionally, Telecom, through Micro Sistemas, develops activities in the fintech industry in Argentina. Telecom also carries out activities abroad (Paraguay, USA, Uruguay and Chile).

 

The operations that Telecom develops through Micro Sistemas, and those developed abroad, are not analyzed as a separate segment by the Executive Committee and the CEO, considering that they are not considered as individually significant. These operations do not meet the aggregation criteria established by the standard to be grouped within the "ICT Services provided in Argentina– Telecom Networks" segment and considering that they do not exceed any of the quantitative thresholds identified in the standard to qualify as reportable segments, they are grouped within the category "Other segments".

 

The Executive Committee and the CEO continue to monitor these businesses to evaluate the way its performance is reviewed and, eventually, its consideration as a separate reportable segment provided it complies with the requirements established by IFRS Accounting Standards to that effect.

 

As a result, segments as of September 30, 2025, are the following:

 

-ICT Services provided in Argentina – Telecom Networks: Corresponds to the operations carried out by the Company and its subsidiaries located in Argentina (excluding TMA) engaged in the provision of ICT services.
-ICT Services provided in Argentina – TMA Networks: Corresponds to the operations carried out by the subsidiary TMA as from the acquisition date.
-Other segments: Corresponds to the operations for a) ICT services provided aboard (Paraguay, USA, Uruguay and Chile) and b) the development of activities in the fintech industry, through the subsidiaries Micro Sistemas and Personal Envíos in Argentina and Paraguay, respectively.

 

The Executive Committee and the CEO evaluate the profitability for each reportable segment based on the measure of the Adjusted EBITDA. Adjusted EBITDA is defined as our net (loss) income less income tax, financial results, earnings (losses) from associates and joint ventures, and depreciation, amortization and impairment of Fixed and intangible assets.

 

Presented below is the segment financial information as it is analyzed by the Executive Committee and the CEO for the nine and three-month periods ended September 30, 2025 and 2024, respectively:

 

F-12

 

 

 

TELECOM ARGENTINA S.A.

 

Consolidated Income Statement for the nine-month period ended September 30, 2025

 

  ICT Services provided in Argentina – ICT Services provided in Argentina – Other segments Eliminations Total
Telecom Network TMA Network
  Currency of
the
transaction
date
Inflation
restatement
In current
currency
Currency of
the
transaction
date
Inflation
restatement
In current
currency
Currency of
the
transaction
date
Inflation
restatement
In current
currency
Revenues 3,359,594 274,274 3,633,868 1,679,463 104,726 1,784,189 266,454 20,974 287,428 (82,924) 5,622,561
Operating costs without depreciation, amortization and impairment of Fixed and intangible assets                      
Employee benefit expenses and severance payments (803,493) (64,584) (868,077) (440,721) (24,314) (465,035) (23,635) (1,868) (25,503) - (1,358,615)
Fees for services, maintenance, materials and supplies (402,941) (52,882) (455,823) (214,278) (11,862) (226,140) (35,482) (2,772) (38,254) 5,664 (714,553)
Taxes and fees with the Regulatory Authority (282,073) (22,903) (304,976) (158,436) (9,468) (167,904) (11,231) (904) (12,135) - (485,015)
Commissions and advertising (141,089) (11,189) (152,278) (94,511) (5,704) (100,215) (45,502) (4,229) (49,731) 4,691 (297,533)
Programming and content costs (191,442) (15,564) (207,006) (32,373) (1,879) (34,252) (23,612) (1,910) (25,522) - (266,780)
Other operating costs without depreciation, amortization and impairment of Fixed and intangible assets (382,537) (54,656) (437,193) (328,772) (34,384) (363,156) (51,693) (4,205) (55,898) 72,569 (783,678)
Adjusted EBITDA 1,156,019 52,496 1,208,515 410,372 17,115 427,487 75,299 5,086 80,385 - 1,716,387
Depreciation, amortization and impairment of Fixed and intangible assets                     (1,364,066)
Operating income                     352,321
Losses from associates and joint ventures                     (4,073)
Financial results from borrowings                     (679,159)
Other financial results, net                     (6,041)
Loss before income tax                     (336,952)
Income tax benefit                     64,409
Net loss                     (272,543)
                       
Attributable to:                      
Controlling Company                     (289,156)
Non-controlling interest                     16,613
                      (272,543)

 

F-13

 

 

TELECOM ARGENTINA S.A.

 

Consolidated Income Statement for the three-month period ended September 30, 2025

 

  ICT Services provided in Argentina – ICT Services provided in Argentina – Other segments Eliminations Total
Telecom Network TMA Network
  Currency of
the
transaction
date
Inflation
restatement
In current
currency
Currency of
the
transaction
date
Inflation
restatement
In current
currency
Currency of
the
transaction
date
Inflation
restatement
In current
currency
Revenues 1,213,558 24,229 1,237,787 746,777 10,779 757,556 99,070 1,487 100,557 (30,689) 2,065,211
Operating costs without depreciation, amortization and impairment of Fixed and intangible assets                      
Employee benefit expenses and severance payments (295,141) (5,979) (301,120) (193,156) (3,783) (196,939) (9,086) (188) (9,274) - (507,333)
Fees for services, maintenance, materials and supplies (146,203) (8,159) (154,362) (96,103) (1,166) (97,269) (14,429) (301) (14,730) 2,260 (264,101)
Taxes and fees with the Regulatory Authority (102,509) (2,032) (104,541) (68,401) (1,458) (69,859) (4,142) (79) (4,221) - (178,621)
Commissions and advertising (52,339) (1,090) (53,429) (37,728) (770) (38,498) (13,480) (286) (13,766) 1,778 (103,915)
Programming and content costs (68,727) (1,368) (70,095) (14,635) (285) (14,920) (8,570) (174) (8,744) - (93,759)
Other operating costs without depreciation, amortization and impairment of Fixed and intangible assets (124,522) (11,479) (136,001) (145,695) 731 (144,964) (14,212) 170 (14,042) 26,651 (268,356)
Adjusted EBITDA 424,117 (5,878) 418,239 191,059 4,048 195,107 35,151 629 35,780 - 649,126
Depreciation, amortization and impairment of Fixed and intangible assets                     (483,338)
Operating income                     165,788
Losses from associates and joint ventures                     (2,225)
Financial results from borrowings                     (444,833)
Other financial results, net                     (12,150)
Loss before income tax                     (293,420)
Income tax benefit                     100,939
Net loss                     (192,481)
                       
Attributable to:                      
Controlling Company                     (200,363)
Non-controlling interest                     7,882
                      (192,481)

 

F-14

 

 

TELECOM ARGENTINA S.A.

 

Consolidated Income Statement for the nine-month period ended September 30, 2024

 

  ICT Services provided in Argentina –  Telecom Network Other segments Eliminations Total
  Currency of the
transaction date
Inflation
restatement
In current
currency
Currency of the
transaction date
Inflation
restatement
In current
currency
Revenues 2,204,084 1,263,821 3,467,905 192,888 117,909 310,797 (20,537) 3,758,165
Operating costs without depreciation, amortization and impairment of Fixed and intangible assets                
Employee benefit expenses and severance payments (564,737) (322,428) (887,165) (17,356) (10,564) (27,920) - (915,085)
Fees for services, maintenance, materials and supplies (272,431) (197,017) (469,448) (26,042) (16,023) (42,065) 4,941 (506,572)
Taxes and fees with the Regulatory Authority (179,416) (102,509) (281,925) (7,326) (4,403) (11,729) - (293,654)
Commissions and advertising (86,687) (47,840) (134,527) (46,095) (26,829) (72,924) 2,673 (204,778)
Programming and content costs (116,779) (65,864) (182,643) (18,849) (11,500) (30,349) - (212,992)
Other operating costs without depreciation, amortization and impairment of Fixed and intangible assets (290,773) (206,362) (497,135) (35,491) (21,947) (57,438) 12,923 (541,650)
Adjusted EBITDA 693,261 321,801 1,015,062 41,729 26,643 68,372 - 1,083,434
Depreciation, amortization and impairment of Fixed and intangible assets               (1,223,579)
Operating loss               (140,145)
Losses from associates and joint ventures               (10,783)
Financial results from borrowings               1,779,364
Other financial results, net               181,914
Income before income tax               1,810,350
Income tax expense               (556,137)
Net income               1,254,213
                 
Attributable to:                
Controlling Company               1,236,724
Non-controlling interest               17,489
                1,254,213

 

F-15

 

 

TELECOM ARGENTINA S.A.

 

Consolidated Income Statement for the three-month period ended September 30, 2024

 

  ICT Services provided in Argentina –  Telecom Network Other segments Eliminations Total
  Currency of the
transaction date
Inflation
restatement
In current
currency
Currency of the
transaction date
Inflation
restatement
In current
currency
Revenues 884,375 323,489 1,207,864 67,564 24,884 92,448 (4,954) 1,295,358
Operating costs without depreciation, amortization and impairment of Fixed and intangible assets                
Employee benefit expenses and severance payments (236,823) (87,127) (323,950) (6,140) (2,241) (8,381) - (332,331)
Fees for services, maintenance, materials and supplies (106,353) (50,791) (157,144) (9,207) (3,495) (12,702) 1,560 (168,286)
Taxes and fees with the Regulatory Authority (72,330) (26,456) (98,786) (2,783) (1,023) (3,806) - (102,592)
Commissions and advertising (38,332) (14,017) (52,349) (18,659) (6,857) (25,516) 1,126 (76,739)
Programming and content costs (48,423) (17,707) (66,130) (9,148) 256 (8,892) - (75,022)
Other operating costs without depreciation, amortization and impairment of Fixed and intangible assets (120,298) (55,840) (176,138) (10,853) (3,684) (14,537) 2,268 (188,407)
Adjusted EBITDA 261,816 71,551 333,367 10,774 7,840 18,614 - 351,981
Depreciation, amortization and impairment of Fixed and intangible assets               (400,385)
Operating loss               (48,404)
Losses from associates and joint ventures               (6,392)
Financial results from borrowings               121,748
Other financial results, net               (60,120)
Income before income tax               6,832
Income tax expense               (22,042)
Net loss               (15,210)
                 
Attributable to:                
Controlling Company               (21,557)
Non-controlling interest               6,347
                (15,210)

 

F-16

 

 

 

TELECOM ARGENTINA S.A.

 

 

Additional required information is disclosed below:

 

  Three month period
ended
Nine month period ended
September 30, September 30,
Revenues 2025 2024 2025 2024
Revenues from customers in Argentina 1,973,376 1,209,872 5,360,191 3,466,320
Revenues from foreign customers 91,835 85,486 262,370 291,845
  2,065,211 1,295,358 5,622,561 3,758,165
CAPEX        
CAPEX corresponding to the segment “ICT Services provided in Argentina – Telecom Network”     530,213 425,042
CAPEX corresponding to the segment “ICT Services provided in Argentina – TMA Network”     256,170 n/a
CAPEX corresponding to the segment “Other segments”     62,987 65,098
      849,370 490,140
         
      September30, December31,
Fixed and intangible assets     2025 2024
Fixed and intangible assets corresponding to the segment “ICT Services provided in Argentina – Telecom Network”     7,310,760 11,821,805
Fixed and intangible assets corresponding to the segment “ICT Services provided in Argentina – TMA Network”     1,519,639 n/a
Fixed and intangible assets corresponding to the segment “Other segments”     4,650,762 485,656
      13,481,161 12,307,461
Borrowings        
Borrowings corresponding to the segment “ICT Services provided in Argentina – Telecom Network”     5,071,293 3,452,634
Borrowings corresponding to the segment “ICT Services provided in Argentina – TMA Network”     - n/a
Borrowings corresponding to the segment “Other segments”     49,631 57,552
      5,120,924 3,510,186

 

c)Net earnings per share

 

Basic earnings per share is calculated by dividing the net income attributable to the Controlling Company by the weighted average number of ordinary shares outstanding during the period. On the other hand, diluted earnings per share is computed by dividing the net income attributable to the Controlling Company for the period by the weighted average number of common shares issued and to be potentially issued at the end of the period. Since the Company has no dilutive potential common stock outstanding, basic and dilutive earnings per share amounts do not differ.

 

For the nine and three-month periods ended September 30, 2025, and 2024, the weighted average number of shares outstanding amounted to 2,153,688,011.

 

d)Financial reporting in hyperinflationary economies

 

Since Argentina has been considered a high-inflation economy for accounting purposes in accordance with IAS 29 since July 1, 2018, the financial information expressed in Argentine pesos is restated in current currency of September 30, 2025.

 

The table below shows the evolution of the indexes as of September 30, 2025, and 2024 and December 31, 2024 according to official statistics (INDEC) in accordance with Resolution No. 539/18 of the FACPCE and the devaluation of the Argentine peso vs. de US dollar for the same years / periods:

 

F-17

 

 

TELECOM ARGENTINA S.A.

 

 

  As of
September 30,
2024
As of
December
31, 2024
As of
September 30,
2025
       
National Consumer Price Index (National CPI) (December 2016=100) 7,122.2 7,694.0 9,384.1
       
Variation in prices      
Annual 209.0% 117.8% 31.8%
Accumulated nine months 101.6% n/a 22.0%
Accumulated three months since June 2024/2025 12.1% n/a 6.0%
       
Banco Nación US$/$ exchange rate 970.5 1,032.0 1,380.0
       
Variation in the exchange rate      
Annual 177.3% 27.7% 42.2%
Accumulated nine months 20.0% n/a 33.7%
Accumulated three months since June 2024/2025 6.4% n/a 14.5%

 

The Company followed the same restatement policies for items identified in the annual consolidated financial statements as of December 31, 2024.

 

e)New Standards and Interpretations issued by the IASB

 

New standards and amendments – applicable on January 1, 2025

 

Standards and
amendments
Description Mandatory application date for
years beginning on or after
Amendments to IAS 21 Lack of Exchangeability: Evaluation when a currency is exchangeable into another currency; January 1, 2025

 

The application of the detailed amendment did not generate any impact on the results of operations or the financial situation of the Company.

 

NOTE 2 – CASH AND CASH EQUIVALENTS AND INVESTMENTS

 

    September 30, December 31,
Cash and cash equivalents   2025 2024
Cash and Banks (1)   130,779 148,497
Time deposits   139,911 128,033
Mutual funds   127,203 111,711
Total cash and cash equivalents   397,893 388,241

 

(1)As of September 30, 2025 and December 31, 2024 includes restricted funds for $15,036 million and $10,657 million, respectively, corresponding to the funds to be paid to clients.

 

Investments      
Current      
Government bonds and Notes at fair value through profit or loss   256,282 13,887
Government bonds and Notes at fair value through OCI   32,059 -
Mutual funds   968 25,164
Others investment at amortized cost   218 1,910
    289,527 40,961
Non- current      
Investments in associates and joint ventures(a)   12,992 16,597
Other investments   31 1
    13,023 16,598
Total investments   302,550 57,559

 

(a)Information on Investments in associates and joint ventures is detailed below:

 

F-18

 

 

TELECOM ARGENTINA S.A.

 

 

1)Financial position information:

 

  September 30, December 31,
  2025 2024
Investments in associates 5,553 5,746
Investments in joint ventures 7,439 10,851
  12,992 16,597

 

Companies Nature of relationship Main activity Country Percentage of capital
stock owned and
voting rights (%)
Valuation as of
09.30.25 12.31.24
La Capital Cable (1) (2) Associate Closed-circuit television Argentina 50.00 5,553 5,746
OPH (1) Joint venture Holding USA 50.00 7,230 10,851
Parklet (1) (3) Joint venture Development and provision of digital platforms Uruguay 51.00 209 -
Total         12,992 16,597

(1)       Data about the issuer arises from extra-accounting information.

(2)       Direct and indirect interest.

(3)       As of September 30, 2025, despite owning a percentage higher than a 50% of interest, the Company does not have control in accordance with the requirements of IFRS Accounting Standards. See Note 1.a).

 

The evolution of investments in associates and joint ventures is as follows:

 

  Balances as of
December 31,
2024
Acquisitions Dividends Earnings
(loss) of the
period
Currency
translation
adjustments
Balances as of
September 30,
2025
La Capital Cable 5,746 - (416) 223 - 5,553
OPH 10,851 - - (4,291) 670 7,230
Parklet - 204 - (1) 6 209
  16,597 204 (416) (4,069) 676 12,992

 

  Balances as of
December 31,
2023
Dividends Earnings (loss)
of the period
Decreases Currency
translation
adjustments
Balances as of
September
30, 2024
Ver TV 27,869 (597) (8,759) (18,513) - -
TSMA 10,176 (17) 1,635 (11,794) - -
La Capital Cable 5,974 (622) 41 - - 5,393
OPH 19,262 - (3,700) - (4,150) 11,412
  63,281 (1,236) (10,783) (30,307) (4,150) 16,805

 

2)Earnings (loss) information:

 

  Three month period ended Nine month period ended
  September 30, September 30,
  2025 2024 2025 2024
Investments in associates 55 (5,813) 223 (7,083)
Investments in joint ventures (2,280) (579) (4,292) (3,700)
Other (*) - - (4) -
  (2,225) (6,392) (4,073) (10,783)

 

(*) Corresponding to the sale of Parklet's equity stake in May 2025 (see Note 1.a).

 

F-19

 

 

TELECOM ARGENTINA S.A.

 

 

NOTE 3 – GOODWILL

 

Movements in Goodwill are as follows:

 

  September 30,
  2025 2024
At the beginning of the year 4,113,535 4,100,679
Increases - 23,755
Decreases (1) (4) -
Currency translation adjustments 8,705 (13,948)
At the end of the period 4,122,236 4,110,486

 

(1)Correspond to the sale of Parklet's equity stake in May 2025.

 

NOTE 4 – PP&E

 

      September 30, December 31,
      2025 2024
PP&E     6,056,153 5,337,858
Allowance for obsolescence and impairment of materials   (41,675) (39,346)
Accumulated impairment of others PP&E     (16,323) (16,761)
      5,998,155 5,281,751

 

Movements in PP&E (without allowance for obsolescence and impairment of materials and accumulated impairment of others PP&E) are as follows:

 

    September 30,
      2025 2024
At the beginning of the year     5,337,858 6,098,937
Acquisitions through business combination (*)     929,420 26,706
CAPEX     761,169 452,328
Currency translation adjustments     60,060 (202,334)
Net carrying value of decreases     (11,646) (647)
Reclassified to Assets classified as held for sale (**)     (2,792) (2,631)
Depreciation of the period     (1,017,916) (933,214)
At the end of the period     6,056,153 5,439,145

 

(*) For September 30, 2025, it corresponds to the acquisition of TMA (see Note 16). For September 30, 2024, it corresponds to the acquisition of Naperville.

(**) Corresponds to properties that the Company has considered available for sale and meet the requirements of IFRS 5 for their classification.

 

Movements in the allowance for obsolescence and impairment of materials are as follows:

 

      September 30,
      2025 2024
At the beginning of the year     (39,346) (58,412)
(Increases) / Decreases     (2,103) 8,541
Currency translation adjustments     (226) 650
At the end of the period     (41,675) (49,221)

 

Movements in the accumulated impairment of others PP&E are as follows:

 

      September 30,
      2025 2024
At the beginning of the year     (16,761) (6,585)
Decreases     438 1,423
At the end of the period     (16,323) (5,162)

 

F-20

 

 

TELECOM ARGENTINA S.A.

 

 

NOTE 5 – INTANGIBLE ASSETS

 

      September 30, December 31,
      2025 2024
Intangible assets     2,703,421 2,403,037
Impairment allowance     (90,447) (90,104)
      2,612,974 2,312,933

 

Movements in Intangible assets (without considering the impairment allowance) are as follows:

 

      September 30,
      2025 2024
At the beginning of the year     2,403,037 2,497,530
Acquisitions through business combination (*)     363,205 -
CAPEX     88,201 37,812
Currency translation adjustments     2,751 (10,708)
Amortization of the period     (153,773) (106,453)
At the end of the period     2,703,421 2,418,181

(*) See Note 16.

 

The evolution of the provision for impairment of intangible assets is as follows:

 

      September 30,
      2025 2024
Balances at the beginning of the fiscal year     (90,104) (90,085)
Increases     (343) -
Balances at the end of the period     (90,447) (90,085)

 

NOTE 6 – RIGHT OF USE ASSETS

 

Movements in right of use assets are as follows:

 

      September 30,
      2025 2024
At the beginning of the year     599,242 572,872
Acquisitions through business combination (*)     142,542 -
Increase     140,390 218,871
Net carrying value of decreases     (5,286) (698)
Currency translation adjustments     6,788 (19,217)
Amortization of the period     (190,881) (185,262)
At the end of the period     692,795 586,566

 

(*) See Note 16.

 

NOTE 7 – BORROWINGS

 

      September 30, December 31,
Current     2025 2024
Bank overdrafts – principal     255,896 150,561
Bank and other financial entities loans – principal     186,761 172,370
Notes – principal     526,104 793,618
Loans for purchase of equipment     11,917 7,855
Interest and related expenses     452,771 183,975
      1,433,449 1,308,379
Non-current        
Notes – principal     2,060,921 1,591,161
Bank and other financial entities loans – principal     537,764 166,068
Loans for purchase of equipment     15,917 9,668
Interest and related expenses     1,072,873 434,910
      3,687,475 2,201,807
Total borrowings     5,120,924 3,510,186

 

F-21

 

 

 

TELECOM ARGENTINA S.A.

 

Movements in Borrowings are as follows:

 

      Cash items Non-cash items Total
     
At the beginning of the year         3,510,186
Proceeds from borrowings – principal     3,337,419 1 3,337,420
Issuance costs payable     - (1,530) (1,530)
Payment of borrowings – principal     (2,273,170) - (2,273,170)
Repurchase of Notes     (13,917) - (13,917)
Payment of interests and related expenses     (293,291) - (293,291)
Payment of DFI     (13,764) - (13,764)
Proceed from bank overdrafts net of payment (*)     152,612 - 152,612
Accrued interest and other financial cost     - 256,863 256,863
Foreign currency exchange gains     - 444,152 444,152
Currency translation adjustments     - 15,363 15,363
Total at 09.30.25     895,889 714,849 5,120,924

(*) Includes $(294) million as of September 30, 2025 related to payment of bank overdrafts.

 

 

      Cash items Non-cash items Total
     
At the beginning of the year         5,652,093
Proceeds from borrowings – principal     827,407 15,817 843,224
Issuance costs payable     - (215) (215)
Payment of borrowings – principal     (1,076,214) - (1,076,214)
Repurchase of Notes     (25,233) - (25,233)
Payment of interests and related expenses     (326,472) - (326,472)
Payment of DFI     (5,879) - (5,879)
Proceed from bank overdrafts net of payment     282,887 - 282,887
Accrued interest and other financial cost     - 229,480 229,480
Foreign currency exchange losses     - (2,005,574) (2,005,574)
Currency translation adjustments     - (58,823) (58,823)
Total at 09.30.24     (323,504) (1,819,315) 3,509,274

 

Recent developments of Borrowings for the nine-month period ended September 30, 2025, are detailed below:

 

a)Notes

 

Series Currency Amount
involved
(in millions)
Issuance
date
Maturity
date
Amortization Interest rate Interest
payment
date
24 US$ 800(1) 05/2025  05/2033 In two installments:
(i) 50% in 05/2032 and
(ii) 50% in 05/2033
9.25% Semiannual basis
200(2) 07/2025 05/2033
25 US$ 50.5(3) 07/2025 07/2027 In one installment at maturity date   7.50% Quarterly basis
26 $ 57,962 07/2025 07/2026 In one installment at maturity date   TAMAR plus 4% Quarterly basis

(1)The Company issued Notes for a nominal value of US$800 million. Since the issuance was made below par, the amount involved was US$789 million and the Company received net proceeds of US$785 million (equivalent to $980,320 million in current currency as of September 30, 2025), which were used to prepay part of the loans obtained for the acquisition of TMA.
(2)It corresponds to additional issuance of Series 24 Notes issued in May, 2025. This additional subscription price was above par, so the amount involved was US$208 million (equivalent to $279,072 million in current currency as of September 30, 2025), which, net of issuance expenses, amount to US$207 million (equivalent to $277,711 million in current currency as of September 30, 2025).
(3)Equivalent to $60,275 million in current currency as of September 30, 2025.

 

F-22

 

 

TELECOM ARGENTINA S.A.

 

b)Bank and other financing entities loans

 

Loans related to the acquisition of TMA

 

The acquisition of TMA, described in Note 16, was financed through two loans totaling US$1,170 million (net of issuance costs US$ 1,142 million, equivalent to $1,412,300 million in current currency as of September 30, 2025).

 

Its main characteristics are:

 

Entities Currency Principal
residual
nominal value
Residual
Nominal Capital
Maturity
date
Amortization Interest
rate
Spread Interest
payment
date
(in millions) (in millions)
Syndicated loan (1) US$ 970 151 02/2029 In one installment at maturity date Variable annual rate: SOF 3 months Between 4.00% and 7.00% Quarterly basis
Bilateral loan (2) US$ 200 31 Between 02/2028 and 02/2030 Semiannually from 02/2028 Variable annual rate: SOF 3 months 4.00% Quarterly basis
(1)An unsecured syndicated loan granted by Banco Bilbao Vizcaya Argentaria S.A., Deutsche Bank AG, London Branch and Banco Santander, S.A.
(2)An unsecured bilateral loan granted by Industrial and Commercial Bank of China (Argentina) S.A.U., governed by Argentine law.

 

On May 29, 2025 the Company applied proceeds from Notes Series 24 to: (i) prepay a principal amount equal to US$650 million and interest equal US$0.3 million under the Syndicated Loan (equivalent to $828,858 million in current currency as of September 30, 2025) and, (ii) prepay a principal amount equal to US$134 million and interest equal to US$0.1 million under the Bilateral Loan (equivalent to $170,610 million in current currency as of September 30, 2025). As of September 30, 2025 the outstanding balance of these loans amounts to $215,692 million.

 

On July 30, 2025, the Company applied the funds from the reopening of Notes Series 24 to: (i) prepay a principal amount equivalent to US$168.8 million and interest equivalent to US$2.8 million under the Syndicated Loan (equivalent to $234,604 million in current currency as of September 30, 2025) and, (ii) prepay an amount of principal equivalent to US$34.8 million and interest equivalent to US$0.6 million under the Bilateral Loan (equivalent to $47,422 million in current currency as of September 30, 2025).

 

These loans establish, among other provisions, the obligation to comply with certain financial ratios, which are calculated based on contractual definitions, on a quarterly basis, along with the presentation of the Company’s consolidated financial statements: i) “Net Debt/EBITDA” and ii) “EBITDA/Interest Net”.

 

Other bank loans

 

Entities Currency Principal residual
nominal value
Maturity date Amortization Interest rate Spread Interest
payment
date
(in millions)
Banco Macro S.A. $ 100,000 07/2028

In three installments:

-33.33% in July, 2026

-33.33% in July, 2027

-33.34% in July, 2028

TAMAR 6.60% Quarterly basis
Banco BBVA Argentina S.A. $ 50,000 01/2028

In three installments:

-33.33% in January, 2027

-33.33% in July, 2027

-33.34% in January, 2028

TAMAR 3.85% Quarterly basis
Industrial and Commercial Bank of China (Argentina) S.A.U. RMB 930(1) 07/2028

In three installments:

-33.33% in January, 2028

-33.33% in April, 2028

-33.34% in July, 2028

Fixed 6.15% n/a Quarterly basis
Banco Nación $ 25,000 08/2026 In one installment at maturity date Fixed 47.75% n/a In one installment at maturity date
Bank of China Limited (2) RMB 530 09/2028 In one installment at maturity date Fixed 4.8% n/a

Semiannual

basis

(1)Equivalent to $171,179 million in current currency as of September 30, 2025
(2)A credit line of up to RMB 1,065 million. As of September 30, 2025, the first tranche was received for RMB 530 million, equivalent to $110,026 million in current currency as of September 30, 2025 (RMB 516.7 million net of issuance costs, equivalent to $107,262 million in current currency as of September 30, 2025). This loan establishes, among other provisions, the obligation to comply with certain financial ratios, which are calculated based on contractual definitions, on a quarterly basis, along with the presentation of the Company’s consolidated financial statements: i) “Net Debt/EBITDA” and ii) “EBITDA/Interest Net”.

 

F-23

 

 

TELECOM ARGENTINA S.A.

 

c)Compliance with covenants

 

As of the date of issuance of these unaudited condensed consolidated financial statements, the Company complies with: a) the EBITDA/ Interest Net ratio and b) the Net Debt/EBITDA ratio established in the loan agreements in force as of September 30, 2025, and is also in compliance with the rest of the covenants established.

 

NOTE 8 – INCOME TAX AND DEFERRED INCOME TAX ASSETS/LIABILITIES

 

Movements in income tax liabilities are as follows:

 

  September 30,
  2025 2024
At the beginning of the year (5,562) (4,149)
Current income tax expense (145,789) (28,975)
Acquisitions through business combination (*) - (1,098)
Payments 10,892 8,764
RECPAM and currency translation adjustments 30,471 1,609
Income tax withholdings and offset tax credit 69,288 21,002
At the end of the period (40,700) (2,847)

 

Movements in Deferred Income tax assets/(liabilities), net are as follows:

 

  September 30,
  2025 2024
At the beginning of the year (1,680,382) (1,188,088)
Increases in Deferred tax 210,198 (527,162)
Currency translation adjustments 1,309 (7,006)
Other comprehensive income (1,079) 2,409
Acquisitions through business combination (*) 365,887 (47)
At the end of the period (1,104,067) (1,719,894)
     
Net deferred tax assets 375,054 35,798
 Net deferred tax liabilities (1,479,121) (1,755,692)

(*) See Note 16.

 

As of September 30, 2025, Telecom and some subsidiaries have cumulative tax loss carryforwards of $153,428 million, that represents a deferred tax asset of $53,343 million.

 

Income tax expense differed from the amounts computed by applying the statutory income tax rate of each company to pre-tax income as a result of the following:

 

  September 30,
2025 2024
  Profit (loss)
Income before income tax (336,952) 1,810,350
Non-taxable items – Earnings (Losses) from associates and joint ventures 4,073 10,783
Non-taxable items – Other (6,375) 5,837
Restatement in current currency of Equity, goodwill and other 653,847 1,159,130
Subtotal 314,593 2,986,100
Average statutory income tax rate 30.83% 34.48%
Income tax expense at statutory tax rate of each company (97,003) (1,029,552)
Deferred tax liability restatement in current currency and other 471,843 1,506,339
Income tax inflation adjustment (299,279) (1,029,111)
Income tax on cash dividends of foreign companies (11,152) (3,813)
Income tax benefit (expense) (*) 64,409 (556,137)
     
Current tax (145,789) (28,975)
Deferred tax 210,198 (527,162)
Income tax benefit (expense) 64,409 (556,137)

(*) Includes $(972) million and $3,572 million for the nine-month periods ended September 30, 2025 and 2024, respectively, corresponding to adjustments made in the respective 2024 and 2023 tax returns. It also includes $282 million for the nine-month period ended September 30, 2024, related to a creditable withholding originated in the subsidiary MFH, which is not an income tax liable entity.

 

F-24

 

 

TELECOM ARGENTINA S.A.

 

NOTE 9 – PROVISIONS AND ALLOWANCES

 

The evolution of the allowances deducted from the asset is detailed below:

 

  Trade receivables Other receivables Inventories
  09.30.25 09.30.24 09.30.25 09.30.24 09.30.25 09.30.24
At the beginning of the year (115,535) (93,287) (1,645) (4,658) (9,494) (3,630)
Increases (97,299) (77,335) (1,498) (1,101) (6,167) (3,351)
Acquisitions through business combination (*) (120,152) (161) - - - -
Uses and others 36,959 10,351 735 1,112 979 277
RECPAM and currency translation adjustments 36,988 59,058 230 2,378 (14) -
At the end of the period (259,039) (101,374) (2,178) (2,269) (14,696) (6,704)

(*) See Note 16.

 

The evolution of provisions as of September 30, 2025, and 2024 is as follows:

 

  Legal Claims and
contingent liabilities
Asset retirement
obligations
Total provisions
  09.30.25 09.30.24 09.30.25 09.30.24 09.30.25 09.30.24
Current provisions            
At the beginning of the year 4,737 14,184 - - 4,737 14,184
Increases - Principal 514 2,621 - - 514 2,621
Acquisitions through business combination (*) 14,072(**) - 3,764 - 17,836 -
Payments (45,162) (26,533) (1,493) - (46,655) (26,533)
Reclassifications from non-current 97,377 18,383 3,749 - 101,126 18,383
RECPAM, currency translation adjustments and others (4,295) (4,146) (984) - (5,279) (4,146)
Total current provisions 67,243 4,509 5,036 - 72,279 4,509
             

 

Non-current provisions            
At the beginning of the year 27,818 34,016 36,641 35,350 64,459 69,366
Capital - Other operating costs, net 27,812 14,420 - - 27,812 14,420
Capital - Right-of-use assets - - 9,577 26,104 9,577 26,104
Increase - Other interest, net 50,481 15,574 8,704 - 59,185 15,574
Acquisitions through business combination (*) 179,294(**) 5,272 56,078 - 235,372 5,272
Payments (340) (4,336) - - (340) (4,336)
Reclassifications to current (97,377) (18,383) (3,749) - (101,126) (18,383)
RECPAM, currency translation adjustments and others (27,418) (13,833) (16,094) (21,774) (43,512) (35,607)
Total non-current provisions 160,270 32,730 91,157 39,680 251,427 72,410
Total provisions 227,513 37,239 96,193 39,680 323,706 76,919

(*) See Note 16.

 

(**) TMA is subject to various lawsuits and claims in labor, tax, regulatory, and other matters, considered in the course of its ordinary business. Information on legal claims and contingent liabilities by their nature is detailed below:

 

Labor contingencies 148,956
Tax contingencies 5,632
Civil and regulatory contingencies 38,778
Total 193,366

 

Labor contingencies mainly derive from:

 

· Joint and several liabilities in labor matters;
· Occupational accidents and diseases; and
·Salary differences and other compensation payments.

 

Tax contingencies mainly derive from claims from ARCA, provincial tax authorities and municipalities. In this case, they primarily relate to:

 

· Municipal fees; and
· National and provincial taxes.

 

F-25

 

 

TELECOM ARGENTINA S.A.

 

Civil and regulatory contingencies relate to civil, commercial, administrative litigation, regulatory, and other matters. In this case, they primarily relate to:

 

· damages;
· regulatory claims;
· claims relating to accountability; and
· fines imposed by regulatory authorities.

 

Given the nature of the risks covered by these provisions, it is not possible to precisely determine the probable dates of potential payments.

 

In addition to the aforementioned contingencies, there are other claims filed against TMA by different customer associations related to the industry and market common issues, some of which are in their initial stages. Considering the time elapsed since the acquisition, these claims are being analysed for the purpose of making an appropriate estimation and valuation to be considered in the final allocation of the PPA within the timeframes provided by IFRS 3, given that these estimations involve significant judgments that require more time and additional information for their final allocation. However, based on this preliminary assessment, the final impact of these contingencies, if they occur, is not expected to significantly affect the Company's financial position, results of operation or liquidity.

 

NOTE 10 – ADDITIONAL INFORMATION OF FINANCIAL ASSETS AND LIABILITIES

 

Financial assets and liabilities denominated in foreign currencies

 

Financial assets and liabilities denominated in foreign currencies as of September 30, 2025, and December 31, 2024 are the following:

 

  09.30.25 12.31.24
  In equivalent millions of Argentine pesos
Assets 913,783 433,555
Liabilities (5,346,866) (3,205,208)
Net Liabilities (4,433,083) (2,771,653)

 

Offsetting of financial assets and financial liabilities

 

The following table presents financial assets and liabilities that are offset as of September 30, 2025, and December 31, 2024:

 

  As of September 30, 2025
  Trade receivables Other receivables Trade payables Other liabilities
Current and non-current assets (liabilities) - Gross value 780,142 63,017 (982,072) (22,125)
Offsetting (2,392) (4,498) 2,392 4,498
Current and non-current assets (liabilities) – Book value 777,750 58,519 (979,680) (17,627)

 

  As of December 31, 2024
  Trade receivables Other receivables Trade payables Other liabilities
Current and non-current assets (liabilities) - Gross value 381,583 28,573 (582,508) (25,707)
Offsetting (20,046) (4,333) 20,046 4,333
Current and non-current assets (liabilities) – Book value 361,537 24,240 (562,462) (21,374)

 

Fair value hierarchy and other disclosures

 

The measurement at fair value of the financial instruments of Telecom are classified according to the three levels set out in IFRS 13:

 

-Level 1: Fair value determined by quoted prices (unadjusted) in active markets for identical assets or liabilities.

 

-Level 2: Fair value determined based on inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (e.g. as prices) or indirectly (e.g. derived from prices).

 

-Level 3: Fair value determined by unobservable inputs where the reporting entity is required to develop its own assumptions.

 

F-26

 

 

 

TELECOM ARGENTINA S.A.

 

 

Financial assets and liabilities recognized at fair value as of September 30, 2025, and December 31, 2024, and the level of hierarchy are listed below:

 

As of September 30, 2025 Level 1 Level 2 Total
Assets      
Current Assets      
Mutual Funds (1) (2) 132,709 - 132,709
Government bonds (1) (2) 288,341 - 288,341
Other receivables: Compensation received for company acquisitions (3) - 1,274 1,274
Other receivables: DFI (4) - 1,529 1,529
Non-current Assets      
Other receivables: Compensation received for company acquisitions (3) - 1,873 1,873
Total assets 421,050 4,676 425,726
Liabilities      
Current Liabilities      
Other liabilities: Debt for acquisition of NYSSA (3) - 782 782
Total liabilities - 782 782
       
As of December 31, 2024 Level 1 Level 2 Total
Assets      
Current Assets      
Mutual Funds (1) (2) 113,621 - 113,621
Government bonds (1) (2) 13,887 - 13,887
Other receivables: Compensation received for company acquisitions (3) - 1,316 1,316
Non-current Assets      
Other receivables: Compensation received for company acquisitions (3) - 2,948 2,948
Total assets 127,508 4,264 131,772
Liabilities      
Current Liabilities      
Other liabilities: Debt for acquisition of NYSSA (3) - 784 784
Non-current Liabilities      
Other liabilities: Debt for acquisition of NYSSA (3) - 733 733
Total liabilities - 1,517 1,517

 

(1)The Mutual funds are included in Cash and cash equivalents, Investments and Guarantee of financial operations included in Other receivables. The Government bonds are included in Investments.
(2)The fair value is based on information obtained from active markets and corresponds to quoted market prices as of period-end. A market in which transactions for the asset or liability take place with sufficient frequency and volume to provide pricing information on an ongoing basis.
(3)The fair value was determined by the variation between the quoted values of certain public securities in foreign currency and Argentine pesos.
(4)DFI for forward purchases of US dollars, calculated by the variation between the market prices at the end of the period and the time of agreement.

 

In relation to the fair values set forth above, as of September 30, 2025, there were no changes in the methods and assumptions used with respect to what was reported in Note 22 to the consolidated financial statements as of December 31, 2024.

 

The Company also has certain financial instruments that are not measured at fair value for which the book value approximates their fair value, except for:

 

Borrowings

 

As of September 30, 2025, the fair value of borrowings is as follows:

 

  Carrying Value Fair Value  
       
Notes 3,810,334 3,641,694  
Other borrowings 1,310,590 1,332,463  
  5,120,924 4,974,157  

 

F-27

 

 

TELECOM ARGENTINA S.A.

 

 

The fair value of the loans was assessed as follows:

 

a)The fair value of Notes traded in active markets was measured based on quoted market prices at the end of the reporting period. As a result, its valuation classifies as Level 1.
b)The fair value of Notes that are not traded in an active market was measured based on quotes provided by first-tier financial entities, so their valuation qualifies as Level 2.
c)For the rest of the borrowings, the fair values were calculated based on cash flows discounted using a current lending rate, so as they are classified as level 3.

 

NOTE 11 – PURCHASE COMMITMENTS

 

As of September 30, 2025 and December 31, 2024, the Company has entered into various purchase commitments with domestic and from abroad amounting to approximately $1,064,194 million and $1,209,381 million, respectively (of which $287,552 million and $231,313 million corresponds to Fixed and intangible assets commitments, respectively). These purchase commitments include those that contain “take or pay” clauses, which force the buyer to purchase a quantity of a product or service in a period, usually annually, or, alternatively, to pay that amount even if it has not been taken or accepted to receive it.

 

NOTE 12 – REVENUES

 

  Three month period ended   Nine month period ended
  September 30,   September 30,
  2025 2024   2025 2024
Mobile Services 1,035,232 528,354   2,735,909 1,521,775
Internet Services 446,089 338,231   1,235,080 955,895
Cable Television Services 221,680 186,059   631,457 545,155
Fixed and Data Services 258,358 144,281   676,563 471,251
Other services revenues 16,312 13,846   48,296 40,057
Subtotal services revenues 1,977,671 1,210,771   5,327,305 3,534,133
Equipment revenues 87,540 84,587   295,256 224,032
Total Revenues 2,065,211 1,295,358   5,622,561 3,758,165

 

NOTE 13 – OPERATING EXPENSES

 

The main components of the operating expenses are the following:

 

  Three month period ended   Nine month period ended
  September 30,   September 30,
  2025 2024   2025 2024
Cost of equipment Profit (loss)
Inventory balance at the beginning of the year (*) (137,589) (68,219)   (83,216) (87,371)
Plus:          
Acquisitions through business combination (**) - -   (72,074) -
Purchases (33,952) (74,686)   (175,944) (172,809)
Other 1,949 1,721   4,888 9,893
Less:          
Inventory balance at the end of the period (*) 101,606 76,667   101,606 76,667
  (67,986) (64,517)   (224,740) (173,620)

 

(*) Without considering allowance for obsolescence.

(**) See Note 16.

 

F-28

 

 

TELECOM ARGENTINA S.A.

 

 

Operating expenses disclosed by function of expense amounted to $5,270,240 million and $3,898,310 million for the nine-month period ended September 30, 2025, and 2024, respectively are as follows:

 

Concept Operating
costs
Adminis-
tration costs
Commercia-
lization costs
Other
expenses
Total
09.30.25
Total
09.30.24
Employee benefit expenses and severance payments (651,736) (329,526) (377,353) - (1,358,615) (915,085)
Interconnection costs and transmission costs (200,813) - - - (200,813) (112,382)
Fees for services, maintenance, materials and supplies (262,718) (162,172) (289,663) - (714,553) (506,572)
Taxes and fees with the Regulatory Authority (478,405) 1,166 (7,776) - (485,015) (293,654)
Commissions and advertising - - (297,533) - (297,533) (204,778)
Cost of equipment and handsets (224,740) - - - (224,740) (173,620)
Programming and content costs (266,780) - - - (266,780) (212,992)
Bad debt expenses - - (97,299) - (97,299) (77,335)
Other operating expenses, net (158,003) (56,262) (46,561) - (260,826) (178,313)
Depreciation, amortization and impairment of Fixed and intangible assets (1,152,212) (141,267) (70,648) 61 (1,364,066) (1,223,579)
Total as of 09.30.25 (3,395,407) (688,061) (1,186,833) 61 (5,270,240)  
Total as of 09.30.24 (2,580,193) (487,329) (832,139) 1,351   (3,898,310)

 

NOTE 14 – FINANCIAL RESULTS

 

  Three month period ended   Nine month period ended
  September 30,   September 30,
  2025 2024   2025 2024
Interests on borrowings (*) (120,826) (36,325)   (259,558) (114,808)
Remeasurement in borrowings (**) 1,071 (5,117)   2,695 (114,464)
Foreign currency exchange gains (losses) on borrowings (***) (325,078) 160,049   (422,296) 2,005,495
Results from renegotiation of financial debts - 2,646   - 2,646
Results from repurchase of ON - 495   - 495
Total financial results from borrowings (444,833) 121,748   (679,159) 1,779,364
Fair value gains (losses) on financial assets at fair value through profit or loss 22,547 (36,675)   (10,017) (58,949)
Other foreign currency exchange gains (losses) 3,160 (3,180)   24,308 220,575
Other interests, net (35,051) 8,404   (13,397) 20,550
Other taxes and bank expenses (26,483) (37,951)   (82,437) (110,619)
Financial expenses on pension benefits (1,378) (869)   (4,726) (3,102)
Financial discounts on assets, debts and others (4,363) (18,771)   (13,899) (29,914)
RECPAM 29,418 28,922   94,127 143,373
Total other financial results, net (12,150) (60,120)   (6,041) 181,914
Total financial results, net (456,983) 61,628   (685,200) 1,961,278

 

(*) Includes $208 million corresponding to net income generated by DFI for the nine-month period ended September 30, 2024. Includes $(1,840) million corresponding to net loss generated by DFI for the three-month period ended September 30, 2024.

(**) Related to Notes issued in UVA.

(***) Include $21,856 million and $(79) million corresponding to net exchange differences generated by DFI for the nine-month periods ended September 30, 2025, and 2024, respectively. Include $19,041 million and $565 million corresponding to net exchange differences generated by DFI for the three-month periods ended September 30, 2025, and 2024, respectively.

 

NOTE 15 - BALANCES AND TRANSACTIONS WITH RELATED PARTIES

 

a)Controlling Company

 

CVH is the controlling company of Telecom Argentina.

 

F-29

 

 

TELECOM ARGENTINA S.A.

 

 

b)Balances with Related parties

 

·Associates and joint venture

 

CURRENT ASSETS September 30, December 31,
Trade receivables 2025 2024
OPH Joint venture 93 56
    93 56
       
CURRENT LIABILITIES September 30, December 31,
Trade payables   2025 2024
La Capital Cable Associate 373 252
OPH Joint venture 1,675 581
    2,048 833
Other liabilities      
OPH Joint venture - 3,672
    - 3,672
       
NON - CURRENT LIABILITIES    
Other liabilities      
OPH Joint venture - 3,361
    - 3,361

 

·Other Related parties

 

CURRENT ASSETS September 30, December 31,
Trade receivables 2025 2024
Other related parties 2,436 2,287
    2,436 2,287
Other receivables      
Other related parties 3 773
    3 773
CURRENT LIABILITIES    
Trade payables      
Other related parties 13,075 14,812
    13,075 14,812

 

c)Transactions with Related parties

 

·Associates and joint ventures

 

  Transaction Kind of related
party
Nine month period ended
September 30,
      2025 2024
      Profit (loss)
      Revenues
La Capital Cable Services revenues and other revenues Associate 99 188
Ver TV Services revenues and other revenues Associate - 65
OPH Services revenues and other revenues Joint venture 503 298
      602 551
      Operating costs
La Capital Cable Fees for services Associate (1,599) (962)
      (1,599) (962)

 

F-30

 

 

TELECOM ARGENTINA S.A.

 

 

·Other Related parties

 

  Transaction Nine month period ended
September 30,
    2025 2024
    Profit (loss)
    Revenues
Other related parties Services and advertising revenues 4,747 5,331
    4,747 5,331
       
    Operating costs
Other related parties Programming costs (33,514) (40,423)
Other related parties Editing and distribution of magazines (2,895) (3,998)
Other related parties Advisory services (8,650) (4,839)
Other related parties Advertising purchases (2,212) (1,689)
Other related parties Other purchases and commissions (7,968) (4,756)
    (55,239) (55,705)

 

The transactions discussed above were made on an arm length transaction basis. When Telecom’s transactions represented more than 1% of its total shareholders’ equity, they were approved according to Law No. 26,831, the Bylaws and the Executive Committees’ Faculties and Performance Regulation.

 

NOTE 16 – RECENT DEVELOPMENTS CORRESPONDING TO THE NINE-MONTH PERIOD ENDED SEPTEMBER 30, 2025

 

a)Business combination: “Acquisition of TMA”

 

On February 24, 2025 (the “Acquisition Date”), the Company acquired 86,460,983,849 common shares of TMA, representing 99.999625% of its capital stock, acquiring control. TMA is a company incorporated in the Republic of Argentina, providing mobile and fixed telephony, fixed broadband, and video services on a national scale in Argentina.

 

The purpose of the acquisition was to enhance the quality of existing services and to expand the coverage and capacity of both mobile and fixed networks.

 

The contractual purchase price for this transaction was US$1,245 million ($1,539,116 million in current currency as of September 30, 2025), which was settled in the following manner: (a) by assuming a debt owed by the seller to TMA in the amount of US$126 million ($155,657 million in current currency as of September 30, 2025); and (b) as consideration transferred (“consideration paid”), pursuant to IFRS 3, the remaining balance of US$1,119 million ($1,383,459 million in current currency as of September 30, 2025), which was paid in cash using funds obtained from two loans (See Note 7).

 

The assets and liabilities in millions recognized as a result of the acquisition are as follows:

 

  (In current currency at the
acquisition date)
(In current currency as
of September 30, 2025)
Cash and cash equivalents 149,678 174,418
Investment 88,434 103,051
Trade receivables 335,696 391,183
Other receivables 69,289 80,742
Inventories 61,851 72,074
Assets classified as held for sale 2,366 2,757
Deferred income tax assets 313,988 365,887
PP&E 797,587 929,420
Intangible assets 311,686 363,205
Right of use assets 137,014 159,661
Investment properties 52,764 61,485
Trade payables (430,015) (501,096)
Salaries and social security payables (139,583) (162,655)
Other taxes payables (193,325) (225,280)
Leases liabilities (106,991) (124,676)
Other liabilities (45,920) (53,509)
Provisions (217,291) (253,208)
Net identifiable assets acquired 1,187,228 1,383,459

 

F-31

 

 

TELECOM ARGENTINA S.A.

 

 

The preliminary fair value of the acquired trade receivables is $391,183 million in current currency as of September 30, 2025. The gross contractual amount for trade receivables due is $511,335 million, with a loss allowance of $120,152 million recognized on acquisition.

 

The Company's management conducted a preliminary assessment of the PPA, based on which it recorded the acquisition in its financial statements. It should be noted that this is a preliminary assessment, since the valuation of certain assets and liabilities involves significant judgments that require additional time and information. Therefore, as of the date of these unaudited condensed consolidated financial statements, no goodwill has been recognized. Once the PPA determination is completed, within the timeframes provided for by IFRS 3, any resulting effects will be recognized.

 

Impact on Operations for the period

 

The acquired business generated revenues from ordinary activities in the amount of $1,784,189 million and net loss in the amount of $11,633 million from the acquisition date to September 30, 2025. Had the acquisition been conducted as of January 1, 2025, the revenues from ordinary activities and net income contributed by the acquired business would have amounted to $2,296,314 million and $332,076 million, respectively, (not including the effect of any reciprocal operations that may exist).

 

Regulatory Impact of the Acquisition

 

As of the date of these unaudited condensed consolidated financial statements, the Company has duly submitted the required filings in connection with the acquisition of TMA and has initiated the necessary proceedings before CNDC and ENACOM in order to obtain, respectively, the approval of the Argentine Secretariat of Industry and Trade (or any successor authority acting as the enforcement authority of Law No. 27,442) for the economic concentration resulting from the acquisition of TMA, and the approval of ENACOM for the change of control. The filing with CNDC was made on March 3, 2025, and the filing with ENACOM was made on March 7, 2025, in both cases in accordance with the applicable regulatory framework.

 

Both administrative proceedings are currently pending. On March 21, 2025, a Resolution has been issued by the Secretariat of Industry and Trade, whereby it ordered, as a provisional measure pursuant to Article 44 of Law No. 27,442, that, for a period of six months or until the Secretariat of Industry and Trade issues a decision regarding the approval, approval subject to conditions, or denial of the authorization of the transaction pursuant to Article 14 of such law, whichever occurs first, the Company must refrain from carrying out any legal, corporate and/or commercial acts that would directly or indirectly result in the integration or consolidation of TMA’s business with that of the Company. This includes any initiative aimed at unifying or integrating the personnel of TMA and the Company, as well as any exchange of competitively sensitive information with TMA, such as pricing and pricing strategies, costs and margins, business plans and commercial strategies, customer and supplier information, investment plans, among others. The Company must also comply with the reciprocal infrastructure sharing agreements entered into by the Company and TMA prior to the acquisition. The Resolution does not alter the manner in which the Company and TMA operate, since the Acquisition Date, as they continue to be companies that conduct their business independently, and each has its own Board of Directors and management.

 

On April 6, 2025, the Company appealed this resolution before the Secretary of Industry and Commerce and the CNDC. The Company has also appealed the note of the Secretary of Industry and Commerce dated March 27, 2025, addressed to the CNDC, through which a monitoring agent of the Company and TMA was appointed. On June 5, 2025, the Company was notified of the decision of the Chamber III of the Federal Court of Appeals on Civil and Commercial Matters, which resolved to grant the Company’s appeal, and further ordering the Secretary of Industry and Commerce to refrain from taking any measure contrary to such suspension.

 

In addition, on June 19, 2025, the Company was notified of a Resolution of the Secretary of Industry and Commerce, through which, the Company was notified of the technical report issued by the CNDC, which constitutes the objection report under Article 14 of Law No. 27,442.

 

This report does not represent a final resolution or the imposition of sanctions. Instead, it represents a procedural stage affording the parties the opportunity to exercise their right of defense, submit responses, or propose commitments to mitigate possible anticompetitive consequences.

 

Pursuant to the aforementioned resolution, the Secretary of Industry and Commerce granted the Company 15 days to submit any comments it deems appropriate regarding the preliminary objection report issued by the CNDC; and/or propose remedies it deems appropriate to mitigate the competitive effects outlined in the objection report. The Secretary also called for a special hearing to consider any such measures proposed by the Company, with the date to be set by the CNDC in due course.

 

F-32

 

 

TELECOM ARGENTINA S.A.

 

 

The Company believes that the objection report was issued and notified prematurely, at too early a stage of the process, without all the necessary and/or relevant information and before all the relevant procedures set forth by Law No. 27,442 were completed. The Company does not agree with the preliminary conclusions expressed in the objection report and has focused on analyzing all CNDC statements therein and submitting all presentations and technical data it deemed appropriate in response to the report (including information incorporated into Form F2, which was submitted by the Company recently and is pending analysis by the CNDC).

 

On August 5, 2025, the Company duly and timely responded to the Preliminary Objection Report issued by the CNDC. Together with that submission, and without this being construed in any way as an acknowledgment that the transaction raises an antitrust concern, the Company expressed its willingness to consider potential commitments to address the provisional concerns outlined in the Preliminary Objection Report, which, if accepted by the CNDC and implemented by the Company, could constitute feasible remedies.

 

Subsequently, the CNDC held the special hearing provided for under Article 14 of Law No. 27,442. The first hearing was held on September 19, 2025, and the second on October 6, 2025, at which time the CNDC resolved to adjourn the proceedings, with their resumption remaining subject to the CNDC’s assessment of the observations timely submitted by Telecom and the additional information requested from third parties that was still pending submission to the CNDC.

 

The Company believes that, under reasonable and normal market conditions, none of these proposed remedies would have a material adverse effect on the Company’s business or impair its ability to service its financial obligations.

 

The Company will exercise all rights available to it to review or challenge any decisions that it considers to be inconsistent with applicable Argentine law or the actual competitive conditions in each relevant market and jurisdiction.

 

Although there can be no assurance regarding the outcome of the post closing review of the Acquisition by regulatory authorities, the Company and its legal advisors, have strong arguments to support its position.

 

b)Provisions of the Telecom Ordinary and Extraordinary Shareholders’ meeting

 

At the Ordinary and Extraordinary Shareholders’ Meeting held on April 25, 2025, the shareholders of Telecom decided, among other:

 

(i)To approve the Board of Directors’ proposal stated in current currency as of March 31, 2025 using the National Consumer Price Index pursuant to CNV Resolution No. 777/18 in connection with the Accumulated retained earnings as of December 31, 2024 for $1,234,786 million in current currency as of September 30, 2025: (a) allocate the amount of $60,069 million in current currency as of September 30, 2025 to “Legal Reserve”; (b) allocate the amount of $1,174,717 million in current currency as of September 30, 2025 to “Voluntary reserve to maintain the Company's level of capital expenditures and its current solvency level”; (c) to reclassify the amount of $110,451 million in current currency as of September 30, 2025 from “Voluntary reserve to maintain the Company's level of capital expenditures and its current solvency level” and to be charged against the “Contributed Surplus”;
(ii)to delegate on the Board of Directors the power to reverse, before December 31, 2025 the “Voluntary reserve to maintain the Company's level of capital expenditures and its current solvency level” in an amount that allows distribution of dividends in cash or in non-cash or any combination of both options, for up to the maximum amount of distribution of US$300 million.

 

NOTE 17 – SUBSEQUENT EVENTS TO SEPTEMBER 30, 2025

 

In relation to the credit line referred to in Note 7, on November 7, 2025, the Company received from Bank of China Limited an additional disbursement in the amount of RMB 500 million (equivalent to $102,507 million), maturing in September 2028.

 

 

 

    Carlos Moltini
    Chairman of the Board of
Directors

 

 

F-33

 

 

OPERATING AND FINANCIAL REVIEW AND PROSPECTS AS OF SEPTEMBER 30, 2025

(In millions of Argentine pesos in current currency - except per share data in Argentine pesos in current currency- or as expressly indicated)

 

1.General considerations

 

As provided under Resolution No. 777 issued by the CNV on December 28, 2018, this operating and financial review and prospects discloses the comparative balances set forth below, restated to current currency as of September 30, 2025.

 

The table below shows the evolution of the national consumer price index (National CPI) and the Banco Nación U.S. dollar exchange rate used for the preparation of this operating and financial review and prospects, discussed in Note 1.d) to the unaudited condensed consolidated financial statements:

 

  As of
September
30, 2024
As of
December 31,
2024
As of
September
30, 2025
National Consumer Price Index (National CPI)
(December 2016=100)
7,122.2 7,694.0 9,384.1
       
Variation in prices      
Annual / Interannual 209.0% 117.8% 31.8%
Accumulated nine months 101.6% n/a 22.0%
Accumulated three months since June 2024/2025 12.1% n/a 6.0%
       
Banco Nación US$/$ exchange rate 970.5 1,032.0 1,380.0
       
Variation in the exchange rate      
Annual / Interannual 177.3% 27.7% 42.2%
Accumulated nine months 20.0% n/a 33.7%
Accumulated three months since June 2024/2025 6.4% n/a 14.5%

 

The National CPI has registered an increase of 31.8% as of September 30, 2025, as compared to September 30, 2024.

 

As disclosed in Note 16.a) to the unaudited condensed consolidated financial statements, on February 24, 2025, the Company acquired 99.999625% of the capital of TMA, exercising control over such company. Consequently, since then, the Company consolidates TMA, and, therefore, the Company's results for the nine and three month periods ended September 30, 2025, reflect the results generated by TMA from the acquisition date. Accordingly, our results of operations for the nine and three-month periods ended September 30, 2025, are not comparable to our results of operations for the nine and three-month periods ended September 30, 2024.

 

F-34

 

 

 

2.Telecom’s activities for the nine-month period ended September 30, 2025 (“9M25”) and 2024 (“9M24”)

 

  9M25 9M24 Variation
 
  $ million $ million %
Revenues 5,622,561 3,758,165 1,864,396 49.6
Employee benefit expenses and severance payments (1,358,615) (915,085) (443,530) 48.5
Interconnection and transmission costs (200,813) (112,382) (88,431) 78.7
Fees for services, maintenance, materials and supplies (714,553) (506,572) (207,981) 41.1
Taxes and fees with the Regulatory Authority (485,015) (293,654) (191,361) 65.2
Commissions and advertising (297,533) (204,778) (92,755) 45.3
Cost of equipment and handsets (224,740) (173,620) (51,120) 29.4
Programming and content costs (266,780) (212,992) (53,788) 25.3
Bad debt expenses (97,299) (77,335) (19,964) 25.8
Other operating expenses, net (260,826) (178,313) (82,513) 46.3
Depreciation, amortization and impairment of Fixed and intangible assets (1,364,066) (1,223,579) (140,487) 11.5
Operating income (loss) 352,321 (140,145) 492,466 n/a
Losses from associates and joint ventures (4,073) (10,783) 6,710 (62.2)
Financial results from borrowings (679,159) 1,779,364 (2,458,523) n/a
Other financial results, net (6,041) 181,914 (187,955) n/a
Income (loss) before income tax (336,952) 1,810,350 (2,147,302) n/a
Income tax benefit (expense) 64,409 (556,137) 620,546 n/a
Net income (loss) for the period (272,543) 1,254,213 (1,526,756) n/a
         
Net income (loss) attributable to:        
Controlling Company (289,156) 1,236,724 (1,525,880) n/a
Non-controlling interest 16,613 17,489 (876) (5.0)
  (272,543) 1,254,213 (1,526,756) n/a
Earnings (loss) per share for income attributable to the Controlling Company - Basic and diluted (in Argentine pesos) (134.26) 574.24    
         
Adjusted EBITDA (1) 1,716,387 1,083,434 632,953 58.4

 

(1)Adjusted EBITDA is a non-GAAP measure, defined as our net income, less income tax, financial results (Financial results from borrowings and other financial results, net), losses from associates and joint ventures, and depreciation, amortization and impairment of Fixed and intangible assets. For further information on the use of adjusted EBITDA, see “Adjusted EBITDA”.

 

In 9M25, net loss amounted to $272,543 million (compared to a net income of $1,254,213 million in 9M24), representing (4.8)% of revenues (compared to 33.4% of revenues in 9M24). The higher loss in 9M25 compared to 9M24 was mainly due to a decrease in financial results, net of $2,646,478 million which was partially offset by an increase in operating income of $492,466 million and a lower income tax expense of $620,546 million. The net income contributed by TMA amounted to $1,711 million.

 

In 9M25, Adjusted EBITDA totaled $1,716,387 million, representing 30.5% of revenues. Adjusted EBITDA in 9M24 totaled $1,083,434 million, representing 28.8% of revenues. The increase of $632,953 million in 9M25 compared to 9M24 was mainly due to the consolidation of the results of TMA, which contributed $441,608 million, along with an increase of revenues.

 

 

 

 

Revenues

 

  9M25 9M24 Variation
  $ million $ million %
Mobile Services 2,735,909 1,521,775 1,214,134 79.8
Internet Services 1,235,080 955,895 279,185 29.2
Cable Television Services 631,457 545,155 86,302 15.8
Fixed and Data Services 676,563 471,251 205,312 43.6
Other services revenues 48,296 40,057 8,239 20.6
Subtotal Services revenues 5,327,305 3,534,133 1,793,172 50.7
Equipment revenues 295,256 224,032 71,224 31.8
Total Revenues 5,622,561 3,758,165 1,864,396 49.6

 

During 9M25 revenues increased 49.6% or $1,864,396 million compared to 9M24 amounting to $5,622,561 million.

 

The increase in revenues was mainly due to the consolidation of TMA’s results, which contributed $1,762,192 million of total revenues.

 

Services revenues amounted to $5,327,305 million in 9M25, representing a 50.7% increase compared to $3,534,133 million in 9M24 and represented 94.7% of total revenues. Equipment revenues amounted to $295,256 million in 9M25 as compared to $224,032 million in 9M24, representing 5.3% of total revenues.

 

The contribution from the consolidation of TMA’s results in services revenues and in equipment revenues amounted to $1,647,745 million and $114,447 million, respectively.

 

Revenues included $395,193 million and $1,374,002 million in 9M25 and 9M24, respectively related to the effect generated by the restatement in current currency as of September 30, 2025.

 

Consolidated revenues for 9M25 and 9M24 are comprised as follows:

 

Mobile Services

 

Mobile services revenues in 9M25 amounted to $2,735,909 million (an increase of $1,214,134 million or 79.8% as compared to 9M24), being the principal contributor to our total services revenues for 9M25 (51.4% of services revenues in 9M25 as compared to 43.1% in 9M24). Mobile internet services revenues accounted for 98% of total Mobile service revenues in both 9M25 and 9M24.

 

The effect generated by the restatement in current currency as of September 30, 2025, included in Mobile services revenues amounted to $177,689 million and $556,653 million in 9M25 and 9M24, respectively.

 

Mobile services revenues in Argentina amounted to $2,612,748 million (an increase of $1,227,724 million or 88.6% as compared to 9M24).

 

This increase was mainly due to the consolidation of TMA’s results, which contributed $1,052,077 million. The mobile customers for the segment “ICT Services provided in Argentina – TMA Networks” amounted to 19.1 million as of September 30, 2025, representing a 1.0% increase since the acquisition date. Prices remained in line with the accumulated inflation since the acquisition date.

 

Excluding the impact of the consolidation of TMA, the increase was mainly due to a 13.6% increase in the ARPU (average revenue per user), partially offset by a 5% decrease in the number of customers.

 

 

 

 

The ARPU for the segment “ICT Services provided in Argentina – Telecom Networks” amounted to $8,171.1 in 9M25 (compared to $7,192.5 in 9M24). The increase in ARPU is due to higher prices and less discounts granted during 9M25. The effect generated by the restatement in current currency as of September 30, 2025, included in ARPU amounted to $605.7 and $2,608.1 in 9M25 and 9M24, respectively.

 

Our mobile customers for the segment “ICT Services provided in Argentina – Telecom Networks” amounted to 20.3 million and 21.4 million as of September 30, 2025, and 2024, respectively. Out of the total mobile customers as of September 30, 2025, 61% were prepaid customers and 39% were postpaid customers, whereas as of September 30, 2024, 62% were prepaid customers and 38% were postpaid customers. We observed a change in customer behavior, resulting in a decrease in prepaid services customers of 6.4% and a decrease of 2.8% in the postpaid services customers as of September 30, 2025. Additionally, the average churn rate per month amounted to 2.1% in 9M25 (compared to a 1.5% average in 9M24).

 

ARPU of Mobile Services in Argentina - Segment “ICT Services provided in Argentina – Telecom Networks”

 

A monthly operational measure used in the mobile services is ARPU, which we calculate by dividing adjusted total service revenues—excluding out collect wholesale roaming, cell site rental and reconnection fees revenues and others (divided by nine months) by the average number of customers during 9M25. ARPU is not a measure calculated in accordance with IFRS Accounting Standards and our measure of ARPU may not be calculated in the same manner as similarly titled measures used by other companies. In particular certain components of service revenues are excluded from Argentina’s ARPU calculations presented in this Operating and Financial Review and Prospects as of September 30, 2025. Management believes that this measure is helpful in assessing the development of the subscriber base of mobile services. The following table shows the reconciliation of total service revenues to such revenues included in the ARPU calculations of 9M25:

 

    9M25
    $ million
Total Mobile service revenues

1,560,671

     
Components of service revenues not included in the ARPU calculation: out collect (wholesale) roaming, cell sites rental, reconnection fees revenues and others   (1,628)
Adjusted total service revenues included in the ARPU calculation   1,559,043
Average number of customers during 9M25 (millions)   21.2
ARPU of Mobile Services in Argentina   8,171.1

 

Mobile services revenues generated in Paraguay amounted to $123,161 million in 9M25 (a $13,590 million or 9.9%% decrease compared to 9M24). This decrease is the result of a decrease in the ARPU measured in constant pesos, partially offset by the appreciation of the guaraní against the Argentine peso and an increase in the customer base.

 

Paraguay’s ARPU amounted to $5,152.6 in 9M25 (compared to $6,281.3 in 9M24), representing a 18.0% decrease. This decrease is due to the progressive reduction in the prepaid customer base and recharge levels, attributed to the widespread use of Wi-Fi networks, which impacted mobile data usage. Additionally, it is worth noting that mobile service prices, measured in constant pesos (as a result of the appreciation of the guaraní against the Argentine peso in 37.0%), did not increase in line with inflation, which reached 31.8% over the last twelve months.

 

In 9M25, the customer base in Paraguay amounted to 2.7 million customers, increasing an 8% compared to 9M24. This increases mainly due to the migration of customers from the prepaid to the postpaid segment and the acquisition of new customers because of marketing campaigns. Out of the total mobile customers as of September 30, 2025, 71% were prepaid customers and 29% were postpaid customers, whereas as of September 30, 2024, 74% were prepaid customers, and 26% were postpaid customers. The average churn rate per month amounted to 2.3% in 9M25 (compared to a 2.6% average in 9M24).

 

 

 

 

Internet Services

 

Internet services revenues amounted to $1,235,080 million in 9M25 (equivalent to 23.2% of total consolidated services revenues), increasing $279,185 million or 29.2% as compared to 9M24. The effect generated by the restatement in constant currency as of September 30, 2025, included in internet services revenues amounted to $87,934 million and $346,932 million in 9M25 and 9M24, respectively.

 

The increase in internet services revenues in Argentina in 9M25 was mainly due to the consolidation of TMA’s results, which contributed $249,910 million. The customer base for the segment “ICT Services provided in Argentina – TMA Networks” amounted to 1.6 million as of September 30, 2025, representing a 3.5% increase since the acquisition date. Prices remained in line with the accumulated inflation since the acquisition date.

 

Excluding the impact of the consolidation of TMA, the increase was mainly due to the increase of 1.9% in the ARPU and 2.5% in the customer base.

 

The ARPU for the segment “ICT Services provided in Argentina – Telecom Networks” reached $25,041.5 in 9M25 as compared to $24,582.9 in 9M24. This increase in ARPU is mainly explained by the price increases for this service. The effect generated by the restatement in constant currency as of September 30, 2025 included in ARPU amounted to $1,656.4 and $8,895.5 as of September 30, 2025, and 2024, respectively.

 

The customer base for the segment “ICT Services provided in Argentina – Telecom Networks” increased amounting to 4.1 million customers as of September 30, 2025 (a 2.5% increase compared to September 30, 2024). The churn rate per month amounted to 1.2% and 1.6% in 9M25 and 9M24, respectively.

 

ARPU of Internet Services in Argentina - Segment “ICT Services provided in Argentina – Telecom Networks”

 

A monthly operational measure used in internet services is ARPU, which we calculate by dividing adjusted total service revenues -excluding connection and rehabilitation fees revenues and others- (divided by nine months) by the average number of customers during 9M25. ARPU is not a measure calculated in accordance with IFRS Accounting Standards and our measure of ARPU may not be calculated in the same manner as similarly titled measures used by other companies. In particular certain components of service revenues are excluded from Internet’s ARPU calculations presented in this operating and financial review and prospects as of September 30, 2025. Management believes that this measure is helpful in assessing the development of the subscriber base of Internet services. The following table shows the reconciliation of total service revenues to such revenues included in the ARPU calculations of 9M25:

 

    9M25
    $ million
Total Internet service revenues   925,049
Components of service revenues not included in the ARPU calculation   (1,017)
Adjusted total service revenues included in the ARPU calculation   924,032
Average number of customers during 9M25 (millions)   4.1
ARPU of Internet service revenues in Argentina   25,041.5

 

Cable Television Services

 

Cable television services revenues amounted to $631,457 million in 9M25 (equivalent to 11.9% of total consolidated services revenues), increasing $86,302 million or 15.8% as compared to revenues in 9M24. The effect generated by the restatement in constant currency as of September 30, 2025, included in cable television services revenues, amounted to $46,155 million and $199,976 million in 9M25 and 9M24, respectively.

 

 

 

 

The increase in Cable television service revenues in 9M25 was mainly due to the consolidation of TMA’s results, which contributed $63,729 million. The customer base for the segment “ICT Services provided in Argentina – TMA Networks” amounted to 0.4 million as of September 30, 2025, representing a 5.8% decrease since the acquisition date. Prices remained in line with the accumulated inflation since the acquisition date.

 

Excluding the impact of the consolidation of TMA, the increase was mainly due to a 3.2% increase in ARPU and 1.4% increase in customer base.

 

The ARPU for the segment “ICT Services provided in Argentina – Telecom Networks” amounted to $17,264.4 as of September 30, 2025, compared to an ARPU of $16,731.3 as of September 30, 2024. The increase in ARPU is due to higher prices and less discounts granted during 9M25. The effect generated by the restatement in constant currency as of September 30, 2025, included in ARPU amounts to $808.8 and $5,887.8 as of September 30, 2025, and 2024, respectively.

 

As of September 30, 2025, the customer base for the segment “ICT Services provided in Argentina – Telecom Networks” amounted to 3.2 million customers, increasing a 1.4% compared to September 30, 2024. This increase was driven by the Flow Full and Flow Flex products, with Flow Flex (which is fully digital and does not require a set-top box or installation) becoming the main product starting in 3Q24. Out of this customer base, 1.7 million are subscribed to Flow Flex, and the average monthly cable TV churn rate stood at 1.5% and 1.8% in 9M25 and 9M24, respectively.

 

ARPU of Cable Television Services in Argentina - Segment “ICT Services provided in Argentina – Telecom Networks”

 

An important monthly operational measure used in the Cable Television services is ARPU, which we calculate by dividing adjusted total service revenues—excluding connection and administration fees, advertising services and others— (divided by nine months) by the average number of customers during 9M25. ARPU is not a measure calculated in accordance with IFRS Accounting Standards and our measure of ARPU may not be calculated in the same manner as similarly titled measures used by other companies. In particular,certain components of service revenues are excluded from Cable Television’s ARPU calculations presented in this operating and financial review and prospects as of September 30, 2025. Management believes that this measure is helpful in assessing the development of the subscriber base of cable television services. The following table shows the reconciliation of total cable television service revenues to such revenues included in the ARPU calculations of 9M25:

 

    9M25
    $ million
Total Cable television service revenues   497,732
Components of service revenues not included in the ARPU calculation:
Connection and Reconnection fees and others
  (517)
Adjusted total service revenues included in the ARPU calculation   497,215
Average number of customers during 9M25 (millions)   3.2
ARPU of Cable Television Services in Argentina   17,264.4

 

Fixed and Data Services

 

Revenues generated by fixed and data services amounted to $676,563 million in 9M25 (equivalent to 12.7% of total consolidated services revenues), increasing $205,312 million or 43.6% as compared to 9M24. The effect generated by the restatement in constant currency as of September 30, 2025, included in fixed and data services revenues amounted to $57,640 million and $176,577 million in 9M25 and 9M24, respectively.

 

 

 

 

The increase in Argentina of fixed and data services revenues in 9M25 was mainly due to the consolidation of TMA’s results, which contributed $282,029 million. The customer base for the segment “ICT Services provided in Argentina – TMA Networks” amounted to 2.1 million as of September 30, 2025, of which 1.5 million were IP customers. The customer base decreased 1.3% since the acquisition date. Prices remained in line with the accumulated inflation since the acquisition date.

 

Excluding the impact of the consolidation of TMA, the decrease was mainly because the Company has not been able to increase its prices to the same extent as the increase in inflation, considering an accumulated inflation in the last twelve months of 31.8%, partially offset by an increase in the fixed customer base of 2.4%.

 

As of September 30, 2025, the fixed telephony customer base totaled 2.8 million, of which 2.2 million were IP customers. This represents a 2.4% increase compared to September 30, 2024, mainly driven by growth in IP lines, partially offset by changes in customer consumption trends.

 

Other services revenues

 

Other services revenues generated by other services amounted to $48,296 million, increasing $8,239 million or 20.6% compared to 9M24, representing 0.9% of total service revenues. The effect generated by the restatement in constant currency as of September 30, 2025, included in other services revenues amounted to $3,751 million and $14,161 million in 9M25 and 9M24, respectively.

 

These services include mainly revenues related to fintech services, revenues from billing remuneration and collection management on behalf of third parties, administrative revenues and revenues from the sale of advertising space, among others.

 

The variation in other service revenues was primarily driven by the growth of fintech services in Argentina, mainly due to the increased use of the digital wallet 'Personal Pay' and the expansion of its user base, which reached 4.4 million as of September 30, 2025, compared to 3.3 million as of September 30, 2024, representing a 32.2% increase.

 

Equipment

 

Equipment revenues amounted to $295,256 million in 9M25 (an increase of $71,224 million or 31.8% compared to 9M24). This variation is mainly due to the consolidation of TMA’s results, which contributed $114,447 million. Excluding the impact of the consolidation of TMA, the decrease was mainly due to the fact that the Company was unable to increase its prices during 9M25 to the same extent as the increase in inflation, despite the increase in the number of handsets sold.

 

The effect generated by the restatement in constant currency as of September 30, 2025, included in Equipment revenues amounts to $22,024 million and $79,703 million in 9M25 and 9M24, respectively.

 

 

 

 

Operating costs (without depreciation, amortization and impairment of Fixed and intangible assets)

 

    9M25 9M24 Variation  
    $ million $ million %  
Employee benefit expenses and severance payments   (1,358,615) (915,085) (443,530) 48.5  
Interconnection and transmission costs   (200,813) (112,382) (88,431) 78.7  
Fees for services, maintenance, materials and supplies   (714,553) (506,572) (207,981) 41.1  
Taxes and fees with the Regulatory Authority   (485,015) (293,654) (191,361) 65.2  
Commissions and advertising   (297,533) (204,778) (92,755) 45.3  
Cost of equipment and handsets   (224,740) (173,620) (51,120) 29.4  
Programming and content costs   (266,780) (212,992) (53,788) 25.3  
Bad debt expenses   (97,299) (77,335) (19,964) 25.8  
Other operating expenses, net   (260,826) (178,313) (82,513) 46.3  
Total operating costs   (3,906,174) (2,674,731) (1,231,443) 46.0  

 

Total operating costs without depreciation, amortization and impairment of Fixed and intangible assets totaled $3,906,174 million in 9M25, which represents an increase of $1,231,443 million or 46.0% compared to 9M24.

 

Operating costs contain $1,320,584 million corresponding to the consolidation of TMA’s results.

 

The effect generated by the restatement in constant currency as of September 30, 2025, included in operating costs without depreciation, amortization and impairment of Fixed and intangible assets amounted to $320,494 million and $1,025,559 million in 9M25 and 9M24, respectively.

 

Main operating costs for 9M25 and 9M24 are comprised as follows:

 

Employee benefit expenses and severance payments

 

Employee benefit expenses and severance payments amounted to $1,358,615 million in 9M25, increasing $443,530 million or 48.5% compared to 9M24.

 

The increase was mainly due to the consolidation of TMA’s results, which contributed $465,035 million, which includes $111,746 million related to restructuring costs mentioned in Note 1.a) to the unaudited condensed consolidated financial statements.

 

Excluding the impact of the consolidation of TMA, the decrease was mainly due to lower severance payments and the effect of a reduction in net headcount (18,977 Company employees as of September 30, 2025, a decrease of 6.3% compared to September 30, 2024), partially offset by salary increases agreed upon by the Company with several trade unions for unionized employees, as well as for non-unionized staff, together with related social security charges.

 

The effect generated by the restatement in constant currency as of September 30, 2025, included in employee benefit expenses and severance payments amounted to $90,765 million and $332,993 million in 9M25 and 9M24, respectively.

 

Interconnection and transmission costs

 

Interconnection and transmission costs (including charges for termination from third parties’ mobile networks, roaming and cost of international outbound calls and lease of circuits) amounted to $200,813 million in 9M25, increasing $88,431 million or 78.7% compared to 9M24.

 

The increase was mainly due to the consolidation of TMA’s results, which contributed $135.344 million. These mainly include the use of infrastructure and interconnection costs.

 

 

 

 

Excluding the impact of TMA’s consolidation, the decrease is mainly due to the change in the service contracting model for call termination on the destination network, shifting from a variable charge model to a fixed mobile capacity block contracting model.

 

The effect generated by the restatement in constant currency as of September 30, 2025, included in Interconnection and transmission costs amounted to $15,994 million and $42,896 million in 9M25 and 9M24, respectively.

 

Fees for services, maintenance, materials and supplies

 

Fees for services, maintenance, materials and supplies amounted to $714,553 million in 9M25, increasing $207,981 million or 41.1% compared to 9M24.

 

The consolidation of TMA’s results contributed $226,140 million, the most relevant being consulting, advisory and surveillance fees and maintenance costs.

 

Excluding the impact of the consolidation of TMA, the decrease was mainly explained by the optimization and management of resources, which led to lower maintenance, materials and supplies costs of $11,614 million and lower service fees for $6,864 million.

 

The effect generated by the restatement in constant currency as of September 30, 2025, included Fees for services, maintenance, materials and supplies amounted to $67,099 million and $211,112 million in 9M25 and 9M24, respectively.

 

Taxes and fees with the Regulatory Authority

 

Taxes and fees with the Regulatory Authority, including turnover tax, municipal taxes and other taxes, amounted to $485,015 million in 9M25, increasing $191,361 million or 65.2 % compared to 9M24. Taxes and fees with the Regulatory Authority represent 8.6% and 7.8% of revenues in 9M25 and 9M24, respectively.

 

The increase was mainly due to the consolidation of TMA’s results, which contributed $167,904 million, mainly include turnover taxes and taxes with the Regulatory Authority.

 

Excluding the impact of the consolidation of TMA, the increase is mainly explained by the impact of taxes on the respective services in relation to the sales associated with them in 9M25 compared to 9M24.

 

The effect generated by the restatement in constant currency as of September 30, 2025, included in Taxes and fees with the Regulatory Authority amounted to $33,275 million and $106,912 million in 9M25 and 9M24, respectively.

 

Commissions and advertising

 

Commissions and advertising amounted to $297,533 million in 9M25, increasing $92,755 million or 45.3% compared to 9M24.

 

The increase was mainly due to the consolidation of TMA’s results, which contributed $100,215 million, that include commissions for collections.

 

Excluding the impact of the consolidation of TMA, the variation is mainly explained by a decrease in advertising costs related to Personal Pay campaigns and lower financial discounts related to credit card transactions. This effect is partially offset by an increase in advertising costs related to Flow campaigns (such as Flow Music, Flow Content, Flow Sports, among others) compared to 9M24.

 

 

 

 

The effect generated by the restatement in constant currency as of September 30, 2025, included in Commissions and advertising amounted to $20,794 million and $73,734 million in 9M25 and 9M24, respectively.

 

Cost of equipment

 

Cost of equipment amounted to $224,740 million in 9M25, increasing $51,120 million or 29.4 % compared to 9M24.

 

The increase was mainly due to the consolidation of TMA’s results, which contributed $89,655 million.

 

Excluding the impact of the consolidation of TMA, the decrease is explained by the fact that, although the number of mobile devices sold increased compared to 9M24, their costs did not increase in line with the accumulated inflation of 31.8% over the past twelve months.

 

The effect generated by the restatement in constant currency as of September 30, 2025, included in Cost of equipment amounted to $32,835 million and $84,956 million in 9M25 and 9M24, respectively.

 

Programming and content costs

 

Programming and content costs amounted to $266,780 million in 9M25, representing an increase of $53,788 million or 25.3% compared to 9M24.

 

This increase was mainly due to the consolidation of TMA’s results, which contributed $34,252 million. Excluding the impact of the consolidation of TMA, the increase is mainly attributable to the growth in premium channel services, primarily in the Football Pack.

 

The effect generated by the restatement in constant currency as of September 30, 2025, included in Programming and content costs amounted to $19,353 million and $77,364 million in 9M25 and 9M24, respectively.

 

Bad debt expenses

 

Bad debt expenses amounted to $97,299 million in 9M25, increasing $19,964 million or 25.8% compared to 9M24, representing 1.7 % and 2.1% of the revenues in 9M25 and 9M24, respectively.

 

Bad debt expenses contain $38,926 million corresponding to the consolidation of TMA’s results, which represent a 2.2% of the revenues consolidated from TMA.

 

Excluding the impact of the consolidation of TMA, the decrease is mainly due to continuing credit recovery actions.

 

The effect generated by the restatement in constant currency as of September 30, 2025, included in Bad debt expenses amounted to $6,966 million and $29,210 million in 9M25 and 9M24, respectively.

 

Other operating expenses, net

 

Other operating expenses, net (which include legal claims and contingent liabilities, energy and other public services, insurance, rentals and internet capacity, among others) amounted to $260,826 million in 9M25, increasing $82,513 million or 46.3% compared to 9M24.

 

The increase was mainly due to the consolidation of TMA’s results, which contributed $63,113 million, and mainly include energy, water and other services, legal claims and contingent liabilities, and rentals, partially offset by the result of the sale of Fixed Assets.

 

 

 

 

Excluding the impact of the consolidation of TMA, the increase is related to higher rental costs, lower earnings from the sale of Microsistemas’ receivables, and higher electricity costs.

 

The effect generated by the restatement in constant currency as of September 30, 2025, included in Other operating expenses, net amounted to $33,413 million and $66,382 million in 9M25 and 9M24, respectively.

 

Depreciation, amortization and impairment of fixed and intangible assets

 

Depreciation, amortization and impairment of Fixed and intangible assets amounted to $1,364,066 million in 9M25, an increase of $140,487 million or 11.5% compared to 9M24.

 

Depreciation, amortization and impairment of Fixed and Intangible Assets for 9M25 contained $345,469 million corresponding to the consolidation of TMA’s results. Excluding the impact of the consolidation of TMA, the decrease is due to the effect of those assets that ended their useful life after September 30, 2024, partially offset by the impact of depreciation and amortization of registrations after that date, which, in turn, decreased compared to last year.

 

The effect generated by the restatement in constant currency as of September 30, 2025, included in depreciation, amortization and impairment of Fixed and intangible assets amounts to $1,008,300 million and $1,069,035 million in 9M25 and 9M24, respectively.

 

Operating income (loss)

 

Operating income amounted to $352,321 million compared to an operating loss of $140,145 million in 9M25 and 9M24, respectively. Operating income / (loss) represented 6.3 % and (3.7) % of revenues in 9M25 and 9M24, respectively.

 

Operating income for 9M25 includes $96,139 million corresponding to the consolidation of TMA´s results.

 

Financial results, net

 

  9M25 9M24   Variation
  $ million   $ million %
Interests on borrowings (259,558) (114,808)   (144,750) n/a
Remeasurement in borrowings 2,695 (114,464)   117,159 n/a
Foreign currency exchange gains / (losses) on borrowings (422,296) 2,005,495   (2,427,791) n/a
Result for debt renegotiation - 2,646   (2,646) n/a
Result on the repurchase of ON - 495   (495) n/a
 Total financial results from borrowings (679,159) 1,779,364   (2,458,523) n/a
Other foreign currency exchange gains 24,308 220,575   (196,267) (89.0)
Fair value losses on financial assets at fair value through profit or loss (10,017) (58,949)   48,932 (83.0)
Other interests, net (13,397) 20,550   (33,947) n/a
RECPAM 94,127 143,373   (49,246) (34.3)
Other (101,062) (143,635)   42,573 (29.6)
Total other financial results, net (6,041) 181,914   (187,955) n/a
Total financial results, net (685,200) 1,961,278   (2,646,478) n/a

 

 

 

 

Telecom incurred a financial loss, net of $685,200 million in 9M25 (compared to a gain of $1,961,278 million in 9M24). Financial results, net contain a loss of $53,854 million corresponding to the consolidation of TMA’s results.

 

The variation in financial results, net for 9M25 was mainly explained by a higher loss from foreign exchange differences, measured in real terms, amounting to $2,624,058 million (this was driven by an inflation rate of 22.0% versus an appreciation of the U.S. dollar against the Argentine peso of 33.7% (compared to an inflation rate of 101.6% and a U.S. dollar appreciation of 20.0% in 9M24), higher interest on borrowings of $144,750 million due to new loans taken during 9M25, partially offset by a higher remeasurement in borrowings gain of $117,159 million due to the maturity of ONs in UVA which reduced the balance of principal owed and, therefore, the associated finance charges.

 

Income tax benefit (expense)

 

Telecom’s income tax includes the following effects: (i) the current tax payable pursuant to tax legislation applicable to Telecom, and (ii) the effect of applying the deferred tax method on temporary differences arising out of the Company’s asset and liability valuation according to tax versus financial accounting criteria, including the income tax inflation effect.

 

Income tax benefit amounted to $64,409 million in 9M25 compared to an expense of $556,137 million in 9M24. It includes the following effects: (i) current tax expenses, Telecom’s generated $145,789 million tax expense in 9M25 (compared to an expense of $28,975 million in 9M24), (ii) regarding the deferred tax in 9M25, Telecom recorded a deferred tax benefit of $210,198 million compared to an expense of $527,162 million in 9M24.

 

Income tax benefit (expense) contains $40,574 million corresponding to the consolidation of TMA’s results.

 

Net loss

 

Telecom recorded net loss of $272,543 million in 9M25 as compared to net income of $1,254,213 million in 9M24 and represented (4.8)% of revenues as compared to 33.4% in 9M24. The decrease in 9M25 compared to 9M24 was mainly due to a reduction in financial gains of $2,646,478 million, partially offset by an increase in operating income of $492,466 million and a decrease in income tax expense of $620,546 million.

 

Net loss attributable to controlling shareholders amounted to $289,156 million in 9M25 compared to net income of $1,236,724 million in 9M24.

 

Net income contains an income of $1,711 million corresponding to the consolidation of TMA´s results.

 

 

 

 

Adjusted EBITDA

 

An important operational performance measure used by the Company’s Chief Operating Decision Maker (as this term is defined in IFRS Accounting Standard 8) is Adjusted EBITDA. Adjusted EBITDA is defined as our net (loss) income less income tax, financial results, earnings (losses) from associates and joint ventures and depreciation, amortization and impairment of Fixed and intangible assets. We believe Adjusted EBITDA facilitates company-to-company operating performance comparisons by backing out potential differences caused by variations such as capital structures, taxation and the useful lives and book depreciation and amortization of property, plant and equipment (PP&E) and intangible assets, which may vary for different companies for reasons unrelated to operating performance. Although Adjusted EBITDA is not a measure defined in accordance with IFRS Accounting Standards (a non-GAAP measure), our Management believes that this measure facilitates operating performance comparisons from period to period and provides useful information to investors, financial analysts and the public in their evaluation of our operating performance. Adjusted EBITDA does not have a standardized meaning. Accordingly, our definition of Adjusted EBITDA may not be comparable to Adjusted EBITDA as used by other companies.

 

The following table shows the reconciliation of Net income to Adjusted EBITDA:

 

  9M25 9M24 Variation
  $ million $ million %
Net income (loss) for the period (272,543) 1,254,213 (1,526,756) n/a
Income tax (benefit) / expense (64,409) 556,137 (620,546) n/a
Other financial results, net 6,041 (181,914) 187,955 n/a
Financial results from borrowings 679,159 (1,779,364) 2,458,523 n/a
Losses from associates and joint ventures 4,073 10,783 (6,710) (62.2)
Operating income (loss) 352,321 (140,145) 492,466 n/a
Depreciation, amortization and impairment of Fixed and intangible assets 1,364,066 1,223,579 140,487 11.5
Adjusted EBITDA 1,716,387 1,083,434 632,953 58.4

 

Our consolidated Adjusted EBITDA amounted to $1,716,387 million in 9M25, representing an increase of $632,953 million or 58.4% as compared to 9M24. Adjusted EBITDA represented 30.5% of our total consolidated revenues in 9M25 and 28.8% in 9M24.

 

Adjusted EBITDA contains $441,608 million corresponding to the consolidation of TMA’s results.

 

Liquidity and Capital Resources

 

Sources and Uses of Funds

 

We expect the main sources of Telecom Argentina’s liquidity in the short term to be cash flows from Telecom Argentina’s operations and cash flows from financing from third parties, which may include accessing to domestic and international capital markets and obtaining financing from financial institutions. Telecom Argentina’s principal uses of cash flows are expected to be capital expenditures, operating expenses, dividend payments to its shareholders, payments of borrowings and for general corporate purposes. Telecom Argentina expects working capital, funds generated from operations, dividend payments from its subsidiaries and financing from third parties to be sufficient. Telecom Argentina has accessed the domestic and international capital markets during 2025 to refinance its outstanding debt, as necessary.

 

 

 

 

 

 

·Borrowings Developments during 9M25

 

a)Bank and other financing entities loans

 

Recent developments of Borrowings for the nine-month period ended September 30, 2025, are detailed below:

 

1)Notes

Series Currency Amount
involved
(in millions)
Issuance
date
Maturity
date
Amortization Interest rate Interest
payment date
24 US$ 800 05/2025 05/2033 In two installments:
(i) 50% in 05/2032
and
(ii) 50% in 05/2033
9.25% Semiannual basis
200 07/2025 05/2033
25 US$ 50.5 07/2025 07/2027 In one installment at maturity date 7.50% Quarterly basis
26 $ 57,962 07/2025 07/2026 In one installment at maturity date TAMAR plus 4% Quarterly basis

 

2)Bank and other financing entities loans

 

The acquisition of TMA, described in Note 16, was financed through two loans totaling US$1,170 million (net of issuance costs US$ 1,142 million, equivalent to $1,412,300 million in current currency as of September 30, 2025).

 

Its main characteristics are:

 

Entities Currency Principal
residual
nominal value
Residual
Nominal Capital
Maturity
date
Amortization Interest
rate
Spread Interest
payment
date
(in millions) (in millions)
Syndicated loan US$ 970 151 02/2029 In one installment at maturity date Variable annual rate: SOF 3 months Between 4.00% and 7.00% Quarterly basis
Bilateral loan US$ 200 31 Between 02/2028 and 02/2030 Semiannually from 02/2028 Variable annual rate: SOF 3 months 4.00% Quarterly basis

 

On May 29, 2025 the Company applied proceeds from Notes Series 24 to: (i) prepay a principal amount equal to US$650 million and interest equal US$0.3 million under the Syndicated Loan (equivalent to $828,858 million in current currency as of September 30, 2025) and, (ii) prepay a principal amount equal to US$134 million and interest equal to US$0.1 million under the Bilateral Loan (equivalent to $170,610 million in current currency as of September 30, 2025). As of September 30, 2025 the outstanding balance of these loans amounts to $215,692 million.

 

On July 30, 2025, the Company applied the funds from the reopening of Notes Series 24 to: (i) prepay a principal amount equivalent to US$168.8 million and interest equivalent to US$2.8 million under the Syndicated Loan (equivalent to $234,604 million in current currency as of September 30, 2025) and, (ii) prepay an amount of principal equivalent to US$34.8 million and interest equivalent to US$0.6 million under the Bilateral Loan (equivalent to $47,422 million in current currency as of September 30, 2025).

 

For further information, see Note 7 to the unaudited condensed consolidated financial statements.

 

 

 

 

·Cash Flow

 

The table below summarizes, for the nine-months period ended September 30, 2025, and September 30, 2024, Telecom’s consolidated cash flows.

 

    9M25   9M24   Variation
    $ million
Cash flows from operating activities   1,296,377   631,125   665,252
Cash flows used in investing activities   (2,065,653)   (329,121)   (1,736,532)
Cash flows (used in) from financing activities   742,872   (411,848)   1,154,720
Net foreign exchange differences and RECPAM on cash and cash equivalents   36,056   (73,647)   109,703
Net Decrease in cash and cash equivalents   (26,404)   (109,844)   83,440
Cash and cash equivalents at the beginning of the year   388,241   424,356   n/a
Cash and cash equivalents at the end of the period   397,893   240,865   n/a

 

As of September 30, 2025, and September 30, 2024, we had $397,893 million and $240,865 million in cash and cash equivalents, respectively.

 

Cash flows from operating activities were $1,296,377 million and $631,125 million in 9M25 and 9M24, respectively.

 

Net cash from operating activities increased $665,252 million in 9M25 compared to 9M24, primarily due to an increase in net income adjusted for non-cash income and expense of $906,035 million, partially offset by a $238,655 million increase in net cash outflows in connection with changes in our assets and liabilities and an increase in cash outflows used to pay income tax by a $2,128 million.

 

The increase in net cash payments related to changes in assets and liabilities was mainly due to an increase in payments of other tax charges, partially offset by an increase from cash flows related to trade and other receivables.

 

Cash flows from operating activities in 9M25 contain $224,274 million corresponding to the consolidation of TMA.

 

Cash flows used in investing activities were $2,065,653 million and $329,121 million in 9M25 and 9M24, respectively.

 

In 9M25, cash flows used in investing activities mainly included payments for acquisition of TMA, net of cash acquired of $1,209,041 million, payments for acquisitions of PP&E and Intangible assets of $775,954 million and payments for investments not considered as cash and cash equivalents of $416,138 million, partially offset by proceeds from sale investments not considered as cash and cash equivalents of $281,163 million.

 

In 9M24, cash flows used in investing activities mainly included payment for investments not considered as cash and cash equivalents of $346,798 million and payments for acquisitions of PP&E and Intangible assets of $310,680 million, partially offset by proceeds from sale investments not considered as cash and cash equivalents of $330,941 million.

 

Cash flows used in investing activities in 9M25 contain $42,380 million corresponding to the consolidation of TMA.

 

Cash flows from (used in) financing activities were $742,872 million and $(411,848) million in 9M25 and 9M24, respectively.

 

 

 

 

In 9M25, cash flows from financing activities included proceeds from borrowings for $3,490,325 million, partially offset by payments for borrowings, interest, DFI and related expenses and leases liabilities for $2,731,177 million and dividend payments for $16,276 million.

 

In 9M24, cash flows used in financing activities included payments for borrowings, interest, DFI and related expenses and leases liabilities for $1,485,196 million and dividend payments for $11,713 million, partially offset by proceeds from borrowings for $1,110,294 million.

 

Cash flows used in financing activities in 9M25 contain $43,192 million corresponding to the consolidation of TMA.

 

·Liquidity

 

The liquidity position of Telecom is and will be significantly dependent on its operating performance, its indebtedness and capital expenditure programs, if any.

 

Working Capital

 

Operating Working Capital is a non-GAAP measure, defined as the difference between the Company’s operating current assets and operating current liabilities. The management believes that this measure is useful for assessing the company’s efficiency in managing its short-term assets and liabilities and ensuring operational continuity. For reconciliation of Operating Working Capital to the most directly comparable IFRS measure, see “Reconciliation.”

 

Net Current Financial Liability is a non-GAAP measure, defined as the difference between the Company’s financial assets and financial liabilities. The management believes that this measure is useful for assessing our solvency and liquidity because it provides a view of our ability to meet its short- and long-term financial obligations. For reconciliation of Net Current Financial Liability to the most directly comparable IFRS measure, see “Reconciliation.”

 

Working Capital is a non-GAAP measure, defined as the difference between our current assets and current liabilities. The management believes that this metric is useful for measuring our short-term financial health and operational efficiency and assessing our ability to manage our liquidity and sustain our operational activities. For reconciliation of Working Capital to the most directly comparable IFRS measure, see “Reconciliation.”

 

Telecom’s working capital breakdown and its main variations are disclosed below:

 

    September 30,
2025
  December 31,
2024
  Variation  
    $million  
Trade receivables   776,936   361,010   415,926  
Other receivables (without DFI)   183,090   53,057   130,033  
Inventories   86,909   73,721   13,188  
Current liabilities (not considering borrowings)   (1,892,009)   (1,080,218)   (811,791)  
Operating working capital-negative   (845,074)   (592,430)   (252,644)  
               
Cash and cash equivalents   397,893   388,241   9,652  
Other receivables: DFI   1,529   1,529   -  
Investments   289,527   40,961   248,566  
Current borrowings   (1,433,449)   (1,308,379)   (125,070)  
Net Current financial liability   (744,500)   (877,648)   133,148  
Assets classified as held for sale   2,792   2,153   639  
Negative working capital (current assets—current liabilities)   (1,586,782)   (1,467,925)   (118,857)  
Liquidity rate (current assets/ current liabilities)   0.52   0.39   0.14  

 

 

 

 

Telecom has a typical working capital structure corresponding to a company with intensive capital that obtains spontaneous financing from its suppliers (especially PP&E and Intangible assets) for longer terms than it provides to its customers. As a result, Telecom has a negative working capital, which amounted to $1,586,782 million as of September 30, 2025 (increasing $118,857 million compared to December 31, 2024).

 

Negative working capital contains $79,563 million corresponding to TMA as of September 30, 2025.

 

During 2024 and 2025, Telecom obtained funds from the financial market to refinance part of its loans in order to optimize their terms, rates, and structure. Telecom will continue its strategy of refinancing its borrowings to extend contractual terms and achieve lower financing costs, thus covering its negative working capital.

 

Reconciliation:

 

In addition to our financial information that has been prepared and presented in accordance with IFRS Accounting Standards, these this operating and financial review and prospect as of September 30, 2025, contain certain “non-GAAP financial measures” (as defined in Item 10(e) of Regulation S-K under the Securities Act). These measures include Adjusted EBITDA, Operating Working Capital, Net Current Financial Liability and Working Capital. Our management believes these financial reporting measures to be useful indicators of our operational performance and liquidity. Our calculation of these non-GAAP financial measures may be different from the calculations used by other companies, including our competitors in the telecommunications industry, and therefore, our measures may not be directly comparable to those of other companies.

 

For our definition of Adjusted EBITDA and its reconciliation to the most directly comparable IFRS measure, see “Depreciation, amortization and impairment of Fixed and intangible assets—Adjusted EBITDA” herein.

 

For our definitions of (i) Operating Working Capital; (ii) Net Current Financial Liability and (iii) Working Capital, see “Working Capital” herein.

 

The following tables show a reconciliation of (i) Operating Working Capital; (ii) Net Current Financial Liability and (iii) Working Capital, in each case the most directly comparable IFRS Accounting Standard measure:

 

(i)Operating Working Capital

 

    As of September 30,
2025
As of December 31,
2024
    $ million
Trade receivables (current)   776,936 361,010
Other receivables (current)   184,619 54,586
Other receivables DFI (current)   (1,529) (1,529)
Inventories   86,909 73,721
Current liabilities (without borrowings)   (3,325,458) (2,388,597)
Borrowings (current)   1,433,449 1,308,379
Operating working capital - negative   (845,074) (592,430)

 

 

 

 

(ii)Net Current Financial Liability

 

    As of September 30,
2025
As of December 31,
2024
    $ million
Current liabilities   (3,325,458) (2,388,597)
Trade payables   961,988 542,367
Salaries and social security payables   356,894 275,963
Income tax liabilities   40,700 5,562
Other taxes payables   241,607 110,577
Dividend payables   1,027 837
Leases liabilities   141,454 90,902
Other liabilities   76,060 49,273
Provisions   72,279 4,737
Cash and cash equivalents   397,893 388,241
Other receivables - current (DFI)   1,529 1,529
Investments (current)   289,527 40,961
Net Current financial liability   (744,500) (877,648)

 

Negative Working Capital

 

    As of September 30,
2025
As of December 31,
2024
    $ million
Current assets   1,738,676 920,672
Current liabilities   3,325,458 2,388,597
Negative working capital (current assets — current liabilities)   (1,586,782) (1,467,925)

 

The Company has an excellent credit rating and diverse sources of financing, relying on various instruments and offerings from leading institutions, to diversify its current financing structure, which includes access to the capital markets and obtaining very competitive bank loans in terms of terms and financial cost, in all cases, both nationally and internationally, with the objective of covering its investments, working capital and other general corporate purposes and refinancing part of its loans.

 

·Compliance with covenants

 

The Company complies with a) the EBITDA/ Interest Net ratio and b) the Net Debt/EBITDA ratio established in the loan agreements in force as of September 30, 2025, and is also in compliance with the rest of the covenants established.

 

Capital Expenditures

 

CAPEX and Rights of use assets additions composition 9M25 and 9M24 are as follows:

 

  9M25 9M24   Variation
  $ million   $ million %
PP&E 761,169 452,328   308,841 68.3
Intangibles assets 88,201 37,812   50,389 133.3
Total CAPEX 849,370 490,140   359,230 73.3
Rights of use assets 140,390 218,871   (78,481) (35.9)
Total CAPEX and Right of use asset additions 989,760 709,011   280,749 39.6

 

 

 

 

Our main CAPEX projects are related to the expansion of cable television and Internet services in order to improve the transmission and speed offered to customers; the deployment of 4G and the expansion of 5G services to support the growth of mobile Internet services, and improvement of the quality service.

 

In terms of infrastructure, during 2025 we have continued to improve the services we provide by deploying the 4G / LTE network, together with the technological reconversion of our 2G / 3G networks to 4G and LTE, and the deployment of fiber optics to connect homes with Broadband, which also had an impact on fixed and data network.

 

The deployment of 4G/LTE reached a coverage of 97% of urban population. Additionally, we reached a coverage of 98% of the population of major cities of Argentina.

 

Our customers with access to our 4G network, according to the latest benchmark of September 30, 2025, carried out by Ookla, perceived a better service experience reaching average speeds of 86Mbps, compared to 55Mbps as of September 30, 2024.

 

In addition, approximately 85% of the calls are made by Volte, a technology that allows making and receiving voice calls over the 4G Network with substantial improvements in audio and video quality. During 9M25, the Company continued the expansion of its 5G network, incorporating 351 new sites.

 

Additionally, we continued to deploy mobile sites connectivity in order to achieve better quality and capacity, replacing radio links with high-capacity fiber optics connections. Finally, the plan to connect remote and low-density areas through satellite backhaul continued.

 

Total CAPEX and Right of use asset additions contain $279,459 million corresponding to TMA in 9M25.

 

3.Telecom’s activities for the three-month period ended September 30, 2025 (“3Q25”) and 2024 (“3Q24”)

 

  3Q25 3Q24 Variation
  $ million $ million %
Revenues  2,065,211 1,295,358 769,853 59.4
Operating costs without depreciation, amortization and intangible assets (1,416,085) (943,377) (472,708) 50.1
Depreciation, amortization and impairment of Fixed and intangible assets (483,338) (400,385) (82,953) 20.7
Operating income / (loss) 165,788 (48,404) 214,192 n/a
Losses from associates and joint ventures (2,225) (6,392) 4,167 (65.2)
Other financial results, net (456,983) 61,628 (518,611) n/a
(Loss) income before income tax (293,420) 6,832 (300,252) n/a
Income tax benefit (expense) 100,939 (22,042) 122,981 n/a
Net (loss) for the period (192,481) (15,210) (177,271) n/a
         
Net (loss) attributable to:        
Controlling Company (200,363) (21,557) (178,806) n/a
Non-controlling interest 7,882 6,347 1,535 24.2
  (192,481) (15,210) (177,271) n/a
(Losses) per share for income attributable to the Controlling Company - Basic and diluted (93.03) (10.01)    
         
Adjusted EBITDA (1) 649,126 351,981 297,145 84.4

 

(1)Adjusted EBITDA is a non-GAAP measure, defined as our net income, less income tax, financial results (Financial results from borrowings and other financial results, net), losses from associates and joint ventures, and depreciation, amortization and impairment of Fixed and intangible assets. For further information on the use of adjusted EBITDA, see “Adjusted EBITDA”.

 

 

 

 

It should be noted that the Company's results of operations for the three-month period ended September 30, 2025 reflect the results generated by TMA and, accordingly, are not comparable to our results of operations for the three-month period ended September 30, 2024, when TMA had not yet been acquired.

 

Revenues in 3Q25 amounted to $2,065,211 million and operating costs (without depreciation, amortization and impairment of fixed and intangible assets) amounted to $1,416,085 million, therefore, adjusted EBITDA amounted to $649,126 million (equivalent to 31.4% of consolidated revenue in 3Q25 compared to 27.2% in 3Q24). Depreciation, amortization and impairment of fixed and intangible assets amounted to $483,338 million (equivalent to 23.4% of consolidated revenues) and operating loss amounted to $165,788 million (equivalent to 8.0% of consolidated revenue in 3Q25 compared to (3.7) % in 3Q24).

 

Services revenues amounted to $1,977,671 million in 3Q25 -equivalent to 95.8% of consolidated revenues, and equipment revenues amounted to $87,540 million in 3Q25 –equivalent to 4.2% of consolidated revenues.

 

Mobile services revenues amounted to $1,035,232 million in 3Q25 –equivalent to 52.3% of consolidated services revenues– which were mainly generated by customers in Argentina.

 

Internet services revenues amounted to $446,089 million in 3Q25 –equivalent to 22.6% of consolidated services revenues.

 

Cable television services revenues amounted to $221,680 million in 3Q25 –equivalent to 11.2% of consolidated service revenues– and they are mainly composed of services revenues provided in Argentina and Uruguay.

 

Finally, Fixed and data services revenues amounted to $258,358 million in 3Q25 –equivalent to 13.1% of consolidated service revenues.

 

Operating costs without depreciation, amortization and impairment of fixed and intangible assets amounted to $1,416,085 million in 3Q25, being the main components, employee benefit expenses and severance payments (amounted to $507,333 million); fees for services, maintenance, materials and supplies (amounted to $264,101 million); taxes and fees with the Regulatory Authority (amounted to $178,621 million); commissions and advertising (amounted to $103,915 million) and Programming and content costs (amounted to $93,759 million).

 

Financial results, net amounted to $456,983 million in 3Q25, mainly due to net foreign exchange gains, measured in real terms, amounting to $321,918 million, interests on borrowings amounting to $120,826 million, other financial results amounting to $67,275 million, partially offset by and the net gain on restatement in constant currency amounting to $29,418 million and the gain value on financial assets at fair value through profit or loss of $22,547 million.

 

The income tax benefit for 3Q25 was $100,939 million and the Company obtained a net loss of $192,481 million for that period (representing (9.3)% of revenues). Net loss attributable to controlling company amounted to $200,363 million in 3Q25.

 

 

 

 

The following table shows the reconciliation of Net income to Adjusted EBITDA:

 

  3Q25 3Q24 Variation
  $ million $ million %
Net income (loss) (192,481) (15,210) (177,271) n/a
Income tax expense (Benefit) (100,939) 22,042 (122,981) n/a
Other financial results, net 12,150 60,120 (47,970) (79.8)
Financial results from borrowings 444,833 (121,748) 566,581 n/a
Income from associates and joint ventures 2,225 6,392 (4,167) (65.2)
Operating income / (loss) 165,788 (48,404) 214,192 n/a
Depreciation, amortization and impairment of Fixed and intangible assets 483,338 400,385 82,953 20.7
Adjusted EBITDA 649,126 351,981 297,145 84.4

 

4.Trend information

 

During the third quarter of 2025, Telecom Argentina maintained its strategy of consolidating its position as a key player within the country’s digital ecosystem, combining connectivity, technology services, and entertainment in a context of gradual macroeconomic stabilization and slowing inflation, though challenges remain.

 

With a comprehensive service offering and an active investment policy, Telecom advanced in the expansion and modernization of its infrastructure, supporting the evolution of digital demand with a focus on efficiency, quality, and technological capacity.

 

One of the most significant milestones during the year was the acquisition of Telefónica Móviles Argentina (TMA), completed on February 24 for US$1,245 million. This transaction—one of the largest private infrastructure investments in the country during the period—reflects a global trend of consolidation in the telecommunications industry.

 

Another key highlight of the period was the international issuance of Class 24 Notes made by Telecom in May and July, for an aggregate principal amount of US$1,000 million. This transaction enhances the Company’s financial strength and supports its growth strategy, aligned with both current and future technological challenges.

 

The Company’s digital platforms continue to expand. Flow reaffirmed its positioning in the entertainment segment by introducing new offerings that enhance the customer experience, such as Flow+ (a flexible entertainment experience that offers subscribers access to two services from Soccer Pack, HBO, Disney+ Premium, and Universal+, with the option to switch them every 30 days under a single subscription). The platform also strengthened its presence through successful co-productions and live concert streaming. Personal Pay continued to gain traction within the regional fintech ecosystem.

 

In addition, the Company continued to expand its operations in Paraguay and Uruguay, supporting the digital transformation of both consumers and businesses through its trademarks, Personal and Flow. In Chile, the Company focuses primarily on cybersecurity solutions.

 

It is also worth noting that during this period, the Company held two major technology events of high relevance for employees, corporate customers, and partners:

 

·            The International Technology Seminar (SIT), which offers the Teco community insights into emerging trends, cutting-edge technologies, and innovation.

 

·            SUMMIT, held every year for the corporate market, reinforcing the Company’s position as a digital leader in Argentina and across the region.

 

 

 

 

With these initiatives, Telecom continues to support the country’s digital transformation through investments aimed at strengthening infrastructure, driving technological innovation, and expanding its service ecosystem in line with the evolution of the competitive landscape.

 

 

 

 

 

 

 

 

  Carlos Moltini
  Chairman of the Board of Directors

 

 

 

 

CORPORATE INFORMATION

 

BYMA

 

  Market quotation ($/share) Volume of shares
Quarter High Low traded (in millions)
3Q24 2,090.00 1,560.00 12.3
4Q24 3,175.00 1,850.00 18.7
1Q25 3,400.00 2,515.00 17.0
2Q25 3,000.00 2,110.00 13.5
3Q25 2,795.00 2,021.00 12.6

 

NYSE*

 

  Market quotation (US$/ADR) Volume of ADRs
Quarter High Low traded (in millions)
3Q24 8.56 5.86 11.3
4Q24 13.81 7.49 14.7
1Q25 14.18 10.19 12.7
2Q25 11.40 8.77 13.2
3Q25 10.56 6.52 15.8

* Calculated at 1 ADR = 5 shares.

 

·INVESTOR RELATIONS for information about Telecom Argentina S.A., please contact:

 

In Argentina
Telecom Argentina S.A.
Investor Relations Division
General Hornos 690
(C1272ACK) Autonomous city of Buenos Aires
Republic of Argentina
https://inversores.telecom.com.ar/ar/es/contacto.html

 

Outside Argentina
JPMorgan Chase Bank N.A.
270 Park Avenue, Floor 8.

New York, NY10017

Attn: Depositary Receipts Group

Tel: +1 212 622 5935

 

·INTERNET http://institucional.telecom.com.ar/inversores/

 

·DEPOSIT AND TRANSFER AGENT FOR ADSs

 

JPMorgan Chase Bank N.A.
270 Park Avenue, Floor 8
New York, NY10017

Attn: Depositary Receipts Group

adr@jpmorgan.comwww.adr.com

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

  Telecom Argentina S.A.
   
Date: November 12, 2025 By: /s/ Luis Fernando Rial Ubago
      Name: Luis Fernando Rial Ubago
      Title: Responsible for Market Relations

 

 

FAQ

What were Telecom Argentina (TEO) revenues and earnings for Q3 2025?

Q3 2025 revenue was ARS 2,065,211 million; net loss was ARS (192,481) million with operating income of ARS 165,788 million.

How did nine-month 2025 results look for TEO?

Nine-month revenue totaled ARS 5,622,561 million and net loss was ARS (272,543) million.

What drove the net loss despite positive operating income?

The Company recorded financial results from borrowings of ARS (444,833) million in Q3, plus other financial items.

How much debt does TEO have and what new notes were issued?

Borrowings were ARS 5,120,924 million at 09/30/25. New Series 24 notes of US$800 million at 9.25% (with a July reopening) were issued.

What was the impact of the TMA acquisition on results?

From acquisition to 09/30/25, TMA contributed ARS 1,784,189 million in revenue and a net loss of ARS (11,633) million.

Are loan covenants in compliance?

Yes. The Company reported compliance with Net Debt/EBITDA and EBITDA/Interest Net covenants as of 09/30/25.

Did shareholders authorize any potential dividend action in 2025?

Shareholders authorized the Board to reverse voluntary reserves to allow potential distributions up to US$300 million.
Telecom Argentna

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Telecom Services
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